Archive of Our Own ^beta

Chapter Text

Washington, D.C., the Triskelion. Inside Fury's office, he's told there might be an organization hiding inside S.H.I.E.L.D. by his two closest friends and head scientists, Richard and Mary Parker.

"Are you sure about this, Richard?" Fury asks. "If we throw something like this into the wind, we could turn everyone on each other. And put a target on your heads." 

"We know how it seems, Nick, that's why we're asking for permission to fly to the Hub, to see what we can find. And that's why I'm hoping only we can know about this. And what about if they found out about Peter's...abilities?" Richard asks, regarding their kid who gained powers after one of their spider experiments got to him.

"We hope they don't come forward for years, but we're doing this, so nobody learns, except for S.H.I.E.L.D," Richard explains. Fury thinks for a second and sits down. "You're on a thin leash, Richard. See what you can find." 

"Thanks, Nick," Richard says and they leave his office.

"What about Peter? We can't just take him to the Hub." Mary says. "Maybe we can ask Coulson to babysit for a few days. We know he loves kids." Richard says.

"You sure he's not doing anything?" She asks him.

"If not, what's he gonna say? "No, I've got nothing to do, and I love the kid"?" He asks.

"We'll see, won't we?" Mary says as they walk to Coulson's office.

Inside Phil's office, "only for a few days?" Coulson asks.

"Yeah, that's all we ask. Fury's sending us to the Hub, and we can't take Peter with us." Richard explains.

"Sure, I guess I can watch him. I can ask Fury for a few free days, and I can watch him." Coulson says.

"We can't thank you enough, Phil," Mary says.

"Come on, I love the kid. Leave it to you two to create a bundle of joy." Coulson says chuckling.

Few days later, they're on a private plane to the Hub. Richard and Mary were currently on their private S.H.I.E.L.D. plane headed to the Hub. Richard is trying to hack into a secret server inside the Hub to locate the source.

"What could this code mean?" Mary asks.

"I think it's supposed to be an activation code," Richard says.

"Wait. I think it cracked it." Richard says as part of the code comes through "out — — — in— — light"

"It's just...what if they know?" Mary asks.

"Who know what?" Richard asks.

"What if these people know about his powers?" She explains to her husband. "He's the first enhanced human since Captain America."

"Coulson will protect him," Richard tells her. "He'll always be protected."

She starts calming down and needs to go to the bathroom. "I'll be back," Mary says as she goes to the bathroom whilst Richard keeps trying to crack it the pilot doors open, and he steps out.

"Mr. Parker." He greets and starts washing his hands over the sink while Richard looks and sees something on his hands he sees and thinks its blood. Richard starts getting suspicious. "No rest for the future, huh?" He asks.

"No, it would seem not, Rumlow," Richard says. "I don't really see why Fury assigned you to this."

"Well, he didn't," Rumlow explains as he turns in the sink. "So, what is it you're working on that's so secret?" He asks.

Richard looks and another part comes in "H— H-D-A" it says, still incomplete.

"I'm just...planning ahead." He explains, disturbed. "You don't know what's gonna happen." He explains. So, you think I can radio the Hub and make sure they're prepared for our arrival?" He asks, getting up.

"Step ahead of you. Already done." Rumlow says.

"I think I'd like to make sure for myself," Richard says as Rumlow pulls out a gun.

"I think we both know that's not an option, Doctor," Rumlow says.

Richard looks back at the computer as the message comes clear. "Hail HYDRA" He looks back to Rumlow in shock. "You're HYDRA?" Richard asks. "HYDRA is still around?"

"Oh, don't worry, even the Director is clueless. We've been here since Rodgers tried beating us." Rumlow explains.

"Cut off one head, two more grow back." Richard understands.

"You know, they told me to kill you," Rumlow explains. "Then take whatever you have on us. But I can offer you a chance to see your son again. Garret wants to offer you a choice." Rumlow explains.

"A place in HYDRA?" Richard asks.

"All we want to know is what your son can do. And where we can find him." Rumlow shrugs.

"I'd die before I let you turn him into a weapon for HYDRA." Richard promises him.

Rumlow looks sad. "Come on, Richard, think of your son." Rumlow says.

"I am. That's why I'm not joining." Richard tells him.

"I'm sorry to hear that." He says and walks towards the bathroom door and makes sure it's locked. Richard takes this time to send a message to Fury. "S.H.I.E.L.D. is compromised." It says and sends it as Rumlow turns back around.

Mary tries getting out of the bathroom and is having trouble. "They say you're a genius. S.H.I.E.L.D.'s best to offer." Rumlow says as he takes his laptop. "Sadly, it's a waste. Don't worry, we have plenty of people looking for your son. We already checked with your wife's sister. May, is it?"

"What?" Richard asks.

"Yeah, she was a nice girl. Sorry to see her go on a robbery gone wrong." Rumlow says, faking empathy.

Mary breaks the door open, and Ward gets distracted and turns to her. Richard takes the opportunity to punch him, and he stumbles and kicks Richard off of him, and aims the gun at him. Mary takes a wine bottle and hits Ward in the head. Ward turns and shoots her, point-blank. "Mary!" Richard shouts as he gets back up and kicks Rumlow unconscious. He grabs the gun and goes to Mary.

"Hey, you're okay." He says as he moves her to a seat.

"Richard...Peter." Mary gasps. "He's with Coulson. They don't know where he is. He'll protect him." Richard says. "The laptop." She says and Richard sees it on the ground. Richard takes it and goes back to contact Fury.

"I gotta let him know...we might not make it back." He explains as Rumlow gets back up and punches him and he falls. Rumlow takes his gun and shoots at the front of the plane and the dead pilot falls forward on the wheel they start falling in the air as Rumlow takes a parachute and heads for the exit.

"Sorry it had to end this way, Richard," Rumlow says. Richard looks over to Mary as she has the laptop and already sent another message to Fury. "It's been an honor to meet you, Mrs. Parker. I'm Rumlow, by the way." He says as he leaps out of the jet. They can't do anything as the plane starts to go down and crash into the ocean.

Back in Washington, Coulson gets woken up by a crying infant. He gets up and walks over to the guest room, now the infant's room. He opens it and sees him crying.

"Hey, Peter, what's wrong?" He asks calmly. "You sound scared." He says as he picks him up. "You miss your mom and dad? Don't worry, they'll be back." He says calmly as his phone goes off and sees it was Fury. He answers it. "Director, what's the situation?"

"Get to my office. Fast. Bring Peter. Don't leave him out of your sights." Fury says and hangs up.

"It must be serious if he's willing to put up with a kid," Phil tells Peter.

"Either that or he wants to see you." He says, jokingly as they make their way to the Triskelion.

Inside his office, Phil sees Natasha Romanoff and Clint Barton. "What's going on, Fury?" Phil asks, still with the infant. "Coulson, you brought Peter. Good. There's something I need to tell you...the Parker's are dead." He bluntly says.

"What?" Phil asks. "They were on their way to the Hub, weren't they?" 

"The jet crashed. They never made it. The signal went dead, and we can't find the wreckage. But before the signal went dead, we received a message." He says and turns his screen around and they read the message. "S.H.I.E.L.D. is compromised. "It reads. "There's more." He says and shows the latest message. "They're after Peter. Keep him safe."

"Who's "they"?" Phil asks.

"I don't know, after we received this, the signal went dead. Peter's in trouble from someone who took them out to keep this a secret." Fury explains. "Who's going to look after him?" Phil asks. "I looked into close relatives, and it would seem his only other relatives being his aunt and uncle from New York were killed in a robbery gone bad," Fury says, looking out his window. "The entire Parker family is gone. Peter's the last of them. Okay, back to his original question. What do we do with him?" Clint asks.

"They left something else in their message, Phil." Fury says and he goes back to the first message. "We trust you, Phil. Take care of him." It reads.

"They trust me?" He asks. He looks at the infant in his arms. "I... guess I can't let them down, now can I, squirt?" He asks Peter as he laughs.

"He'll need training as he gets older to protect himself. He's still gonna go through some alone time phases, Phil." Fury says.

"We can take care of that," Natasha says. Clint looks at her, confused.

"Really?" Clint asks.

"Why not? You want whoever's after him to get him?" Natasha asks.

"I guess not," Clint says.

"Thanks, guys," Phil says. "Don't worry, kid. We'll keep you safe. For your parents." Phil says as Peter starts falling asleep again.

Natasha walks over to them, and Phil expected Peter to start crying as he always does when he gets too close to strangers, and he doesn't.

"I guess he likes you." Phil says as Natasha puts her hand on his cheek as he sleeps.

Chapter Text

Over the years, Coulson has raised Peter the way he hoped his parents wanted him raised. His love for science obviously came from them, and he looked like his mother a lot and his selflessness coming from his father. After he could walk, Natasha secretly started teaching him self defense to keep him safe.

At the age of 5, Clint started teaching him archery and treated him as if he was one of his own kids and now he could hit a target from afar. Even introduced him to his family on the farm. At the age of 7, his powers showed themselves and Peter became incredibly stronger, more flexible, superhuman speed, reflexes durability, stick to objects and a sixth sense. After this, Fury allowed Peter to go on reconnaissance missions as long as he stayed safe. After a few years, his newest assignment was to go with Coulson to check on an 0-8-4 that showed up in New Mexico

On their way to New Mexico to look into the O-8-4. Since Coulson doesn't trust anyone to look after Peter beside himself, especially since Fury blatantly stated to everyone that questions why the kid is around. Fury also got some scientists to make him his own personal suit for when he uses his powers. (FFH S.H.I.E.L.D. Stealth suit)

Coulson looks at the passenger seat and sees Peter asleep wearing his sunglasses. Coulson finds him adorable wearing them as they pull up to a gas station and Peter wakes up.

"Come on, I know you're starving with your metabolism. Let's get you something to eat." Peter steps out of the car and Coulson starts the gas valve as they enter the store. They see there's only one woman working at the counter and they move on getting some food. Coulson moves to the small packets of donuts and can't decide on either chocolate covered or powered. Peter's six sense goes off and he sees 2 men enter.

"Hands in the air!" One of them says. Coulson moves Peter out of the line of their sight. They look through the mirror above them and see they have guns.

"Who else is here? Who owned the car outside?" The other man asks.

Coulson leans close to Peter. "Time for some Bait and Punch like Aunt Nat taught you."

Peter nods, understanding what he's saying.

Coulson stands up. "That would be me. But it's more like a lease." Coulson states as one of the men point a gun at him.

"Toss the keys over here, come on." The man says and Coulson passes the keys.

Peter is hiding behind a aisle and pulls his web shooters from his selves and waits for his moment to strike.

"Empty the cash register, fill these bags, now." The man says and the woman obliges.

"Excuse me! I also have this gun. You'll probably need that." Coulson says and they aim at him again.

"Drop it!"

"Put it down!" They yell at him.

"Okay, Don't want any trouble." Coulson states.

"Toss it over here then." The robber says and Coulson.

"I'd prefer not to throw it, risking it going off." Coulson states. "Maybe I could slide it over."

"Yeah, slide it over to my feet, don't try anything funny." He tells Coulson.

"I'm just gonna move over to next aisle." Coulson tells him as he moves over.

"Then I'm gonna slide it over to you." Coulson says as he does so, Peter webs up the second robbers gun and pulls it away from him. Coulson grabs a pack of flower and throws it at his face and Peter knocks him out. Coulson runs up to the second guy and knees him in the face. Coulson takes his keys back.

"You okay, kid?" Coulson asks Peter.

"Come on, They're amateurs." Peter says.

Coulson smiles and they grab their food. "Sorry for the mess." Coulson tells the woman as he places the food on the counter. "I couldn't decide." Coulson says, stating the two packs of donuts. He leaves a $50 bill on the counter. "Keep the change." He tells her.

"Wait. What should I tell the police?" She asks them.

"Tell them those tybo-tapes paid off." Coulson tells her as they leave.

They walk to the car and Peter gets in as Coulson pays the gas and notices the price. "Price -72.18. Gallon-18" Coulson can't believe the prices out here and pays and then they drive off to the 0-8-4.

Chapter Text

Peter walks into Fury's office where he asked for him. "Parker, I've got a new assignment for you. And I'm not sure if you're prepared for it." Fury states to him as he walks into his office. "I can handle it, sir. What's the assignment?" Peter asks, looking at Coulson who's also in the room.

"There've been some strange research being done in Oscorp Laboratories in New York. We need to do some undercover work in the city. See what can be found out. Coulson will be stationed as their head security, you will be with him because someone needs to keep their eyes on you." Nick explains to him.

"So, why wouldn't I be prepared?" Peter asks his uncle/Guardian.

"You have to go into high school." Nick states to him.

"Oh..." Peter realizes since he's never been around many other people his age.

"So, we don't know if you'd want an assignment like this." Coulson explains to him.

"What are they working on there?" Peter asks them.

"Performance Enhancements in the human body. Similar to what dr. Erksine created for Captain Rodgers. They got their funded pulled a while back, but...their head scientist, dr. Roume turned out dead just the other day. Death by strangulation." Coulson informs him.

"Why does that matter?" Peter asks them.

"He was inside a secure laboratory, no other way in, no way out." Fury states to him.

"That is suspicious." Peter realizes. "We need to learn who killed the man and why they took their missing equipment. We're not sure what he took, but it's most likely dangerous." Coulson tells him.

"When am I not careful? Rhetorical question, I don't want a answer." Peter tells them. "Give me an hour, I'll be ready to take on my biggest challenge." Peter states and begins to leave.

"Tracking down a killer?" Coulson asks.

"Nope. High school." Peter tells him and leaves.

"You think this is a smart move?" Fury asks Coulson.

"I think it'll be good for him. Be around others his age." Coulson tells him.

While on the Quinjet, Peter learnt it fast.

"You hate me, I realize that now. Did I do something to upset you accidentally? Was it the prank I pulled on Fitz? Because that was Jemma's idea." Peter asks Coulson.

"What prank?" Coulson asks him.

"...nothing. So, why am I being brought along?" Peter asks, regarding why he doesn't have a part on the mission.

"For backup, and to get the high school experience. Maybe even some friends your age who aren't scientist." Coulson answers to him.

"So, you're sending me to a school for genius kids?" Peter asks.

"Didn't want you to get board." Coulson states.

"True." Peter understands what he's saying.

They make it to their made out home and Peter places his suit in the closet.

"I guess I won't be needing this for now." Peter says to himself and starts getting ready for his first day of school in a week. "Still can't believe they both did that. How am I supposed to act around others?" He asks himself as he starts placing school supplies in his backpack.

Coulson steps into the doorway. "Hey, I know you're kinda upset about not having a place on the mission, but come on. High school's a great experience for you." He tells Peter.

"If it's so great, why does every movie I've seen show how awful it is?" Peter asks him.

"You'll see for yourself. Oh, but keep you suit handy. I might need Agent S to make an appearance." Coulson states as he leaves.

"I've gotta find a better code name than Agent Sticky." Peter tells himself and gets everything ready.

Later in the week, a government base is testing a non-tested developed Iron Man armor, they bring in General Ross.

"General, our exoskeleton has got real firepower. It will put Stark out of the job." A scientist tells Ross.

"Well, if it does what you say it can, Stark will be yesterday's news. I assume you're confident about this test." Ross asks him.

"Absolutely. Captain Curtis is our top pilot." The scientist tells him. "Now, what about your contract with Oscorp?" He asks Ross.

"Nothing would make me happier than taking Norman Osborn and Tony Stark out of business at once." Ross states to him and they start up the suit and slowly starts flying upwards.

"We're picking up an unidentifiable object closing in, sir." Ross' communicator goes off telling him. "What's that?" The pilot of th suit asks.

"Curtis, can you see something?" The scientist asks him as they hear maniacal laugh coming through the air as their suit gets blown from the sky and continues to shoot the rest of them down.

Peter wakes up in a cold sweat as his alarm wakes him for his first day of school. "Six sense tingling. What for?" He asks himself as he starts making his way to Midtown High.

On his way he meets someone going to the same direction. "Hey, I'm Ned Leeds." He introduces himself.

"Peter Parker." Peter holds his hand out, to shake his.

"I haven't seen you around before, you new here?" Ned asks him.

"Yeah, just moved here from Washington." Peter tells him.

"Wow, sounds nice. Why move here?" Ned asks him.

"My uncle got a job out here, we thought it would be better than Washington." Peter tells him.

"Hey, Ned. Who's your friend?" A third person asks and Peter turns to see a short haired blonde girl around their age coming up to them.

"Hey, Gwen. This is Peter. Peter, this is Gwen Stacy." Ned introduces them.

"Hey, nice to meet you." Gwen says and shakes Peter's hand.

"You too. Where you guys headed?" Peter asks them.

"We're on our way to Midtown High. You?" Ned answers.

"Me too." Peter says.

"Oh, that's neat." Gwen says, smiling as they start crossing the road and Peter's six senses starts screaming as a car comes speeding up to them. Peter grabs Gwen before the car found hit her and pulls her back. The car comes speeding past and misses them and Gwen sees it speed past.

"Wow, thanks for that, Peter." Gwen says.

"Dude, how did you do that?" Ned asks him.

"I've got a way to predict when something might happen. It's sorta like a six sense to me." Peter explains as Gwen looks at him. "Well, whatever it was. Thanks for that." She says and hugs him as they make their way to school.

At Oscorp, Coulson is reviewing their manufacturing process and sees they were working on gliding technology and a flight suit to be almost as strong as vibranium. He makes a quick call to Fury. "Sir, the situation is worse than we thought. We're looking at Stark level tech here.

Depending on who's hands it's in can we imagine the damage." Coulson tells Fury.

"Well, I just got a call from General Ross. He had a run in with what you're describing. He was talking to an competitor company to Oscorp." Fury states.

"So, it could be anyone who works here." Coulson thinks.

"It would have to be someone who had access everywhere in the building, Coulson." Fury states.

"Norman Osborn himself?" Coulson asks him.

"Why would he do this?" He asks Coulson.

"This morning, the board of directors for Oscorp fired him. After the attack, the company expanding offered Oscorp a serious amount of money. They bit, but only of Osborn is fired. They plan on telling people at the World Unity Festival in a few days, sir." Coulson explains to him.

"So that means he's planing on striking again?" Fury asks.

"It's likely." Coulson states. "Get the kid ready. I have a feeling Agent S is about to meet the streets." Fury warns him and Coulson understands that it's time for Peter's first real mission.

Chapter Text

At school, Peter has gotten though the first few days easily. He and Ned became quick friends, Gwen hangs out with them most times. Along the socially awkward girl Michelle Jones Peter couldn't figure out how to talk to her so just stuck with his other two friends. He also learnt Michelle doesn't have many friends and doesn't open to most people is trying to figure out what Peter's hiding.

Peter learnt that he had to be extremely careful around her so she doesn't accidentally discover he's a S.H.I.E.L.D. Agent just trying to be a normal kid.

A few months has passed and January has just passed, and today was just another normal day at school, Peter's been told there was an update on Norman and that he had to be ready when the fair comes into town tomorrow.

Also, everyone's been trying to get Peter to see if Gwen would go on a date with him. To get the (as Natasha, Clint, Fitz, Simmons, and even Coulson put it) "high school girlfriend experience" and Peter doesn't know how to ask someone out.

"Don't sweat it. You just walk up to the person, and ask them." Ned tells him, and sadly it's the best advice he's gotten from anyone. "That's terrible advice." Michelle tells them and they look to her. "How long were you listening?" Peter asks her.

"Ever since you walked through the school doors." She states and Peter can't believe how easy she could hide from his six sense. Speaking of six sense, his goes off and senses Gwen's about to slip walking over to them.

Peter quickly spins and grabs her before she could fall and Peter quickly grabs her food back on her tray. "Wow. Was that your Peter-Tingle?" Gwen asks him. "My Peter what?" Peter asks her, not knowing what she's talking about.

Gwen takes her food and sits down. "Your six sense you said you had when we first met. So I just call it your Peter Tingle. Easier to remember it."

Gwen says as she starts eating. "Please don't call it that. It sounds super lame when you say that. It's a gift and saying it like that makes it sound ridiculous." Peter says as he sits between her and Ned.

"So...Gwen, I was wondering...if you'd maybe like to...go somewhere...with me?" Peter asks her and Ned smacks his face for his friend. "What?" Gwen asks confused. "He's asking you out, Gwen." Michelle tells her.

"Oh...really? You wanna-you sure?" Gwen asks him. "Yeah, I am." Peter states to her. "Okay, well, if you wanna meet up at that festival tomorrow, I was gonna go alone, if you wanna go with me." Gwen says to him. "That sounds great." Peter says, smiling.

"See you then." Gwen says and finishes eating and leaves. "Thanks for that, Michelle." Peter tells her smiling. "Well, it was better than watching you struggling to get the words out." Michelle states and goes back to her food. "What about you, Ned, you going tomorrow?" Peter asks him friend. "Nah, I'll watch it on tv, but have fun on your date." Ned says and Peter realizes what he did.

The next day, Coulson and Melinda May are in a S.H.I.E.L.D. truck waiting for something as Peter is recon while on his date. "You nervous, kid?" Coulson asks Peter through the com link. "Yeah, kinda am. But that's normal, right?" Peter asks them.

"You've got nothing to worry about. If we see something, just get her safe, get into your suit and help us take down the Oscorp tech theif." May says into the speaker. "Like she said, keep calm. I'm sure she's just as nervous." Coulson says, trying to reassure Peter.

Gwen comes up to Peter and taps his shoulder. "Hey. Who you talking to?" Gwen asks him. "I heard you talking a few steps back." Gwen states. "I...was just talking to myself." Peter tells her. "Pete, can I ask you something? And I'm pretty sure I know the answer. Is this your first date?" She asks him. "All honesty, yes. I haven't been around many people my age, I was homeschooled most of my life." Peter tells her as the festival is happening.

They just start walking around and seeing what's happening though the crowds. "I just wanted to say, you look nice." Peter tells her. "Thanks, I just put this on, I didn't wanna make that big of a fus for something like this." She states regarding the crowds and trash everywhere. "Yeah, I'd should've got cliche and bought you dinner." Peter realizes.

Inside the van, they're listening to everything they're saying and don't know what they're hearing. "Please tell me this isn't flirting. Did you not teach him how to act around girls?" May asks Coulson. "Hey, the kid can disarm a nuclear bomb, while telling you the alphabet backwards. I didn't think it was necessary to teach him how to act on a date at the time." Coulson tells her. "Really? Or is it because you have no idea how to act around girls either?" May asks him as they go back to watching the scanners.

Peter is walking around with Gwen as she gets a corn dog as his six sense goes off screaming. Inside the van, the scanners pick up something heading to the carnival. "Coulson, we've got something." May tells him as they look at the screen.

Peter looks around and sees something flying towards the carnival. "Hey, is that one of Stark's?" Gwen asks him and Peter knows it's him. Norman. Peter thinks. "Gwen, we've gotta go." Peter tells her. "What? Why? I thought you were having a good time." Gwen asks him. "I've...got a tingle about it." Peter tells her and she looks at the glider closing in.

"Peter, get her out of there fast. He's closing in on you all!" May yells into his com and Peter drags Gwen away as the glider and flier comes up and people start cheering. "Peter, what's going on?" Gwen asks as the glider turns back around and flies around the carnival and throws a small bomb at the balcony holding the Oscorp board of directors and several S.H.I.E.L.D.'s best agents.

The bomb flies under them and explodes. "Okay, always trust your tingle." Gwen realizes as she and Peter run for it up a few flights of stairs.

"Okay, get a safe distance away, Gwen." Peter tells her.

"Where you going?" Gwen asks her.

"My uncle's in there. I gotta keep him safe." Peter says, half lying as he runs into the crowd and starts taking off his clothes to reveal his stealth suit.

The balcony starts falling apart as people are running underneath it. Peter sees them and shoots his webs and pulls them away from the falling debris. Norman comes flying back towards the directors on the balcony. "Out, am I?" He asks and he throws a bomb that kills them all. On a rooftop, Gwen makes her way out as Norman flies up revealing his all green suit and goblin like mask.

"Hello there." He says and she screams and Peter sees him.

"This is Agent S, I'm going in!" Peter yells as he swings in and kicks Norman off of the glider and lands on the roof. The glider goes out of control and starts running into rides and there's someone stuck on a ride and it's falling apart.

"Uh, oh." Peter says as he leaps to swing over and the problem escalates as the Ferris wheel cart comes loose and Peter leaps and catches it. "Oh, this is extremely heavy." Peter states, never lifting something while swinging like this.

Norman stands up as S.H.I.E.L.D. men approach him. "Hold It right there!" One of them say to him.

"I surrender." Norman says and they start shooting and his suit is taking the damage. Peter leaps in front of them as Norman goes to punch him and Peter stops the punch.

"Nice right hook, here's my left hook." Peter asks as he punches Norman and he goes flying backwards.

The glider comes back to Norman and he gets back on and activates the weapons.

"Oh, come on!" Peter says as he starts running to avoid the machine guns from the glider.

Peter shoots a web and takes off above the carnival. Norman throws more bombs around and one hits below Gwen's rooftops and it starts caving in. "No!" Peter shouts as he starts leaping to save her. Then Norman comes in behind him and slams him into the building and slams his face and mask a few times before letting him fall.

"Peter, you doing okay?" May asks him from the van.

"As far as first dates go. I would say pretty good." Peter states making a joke as he sees Gwen falling and grabs her on a web. "Hang on." Peter tells her and Norman turns to face back at him. "Look out!" Gwen yells to him as Peter webs his face.

Gwen starts slipping on the web and Peter webs what he can from the glider and pulls to break it as Norman looses control and flies off. "We'll meet again, S.H.I.E.L.D.!" Norman cries as he makes his getaway.

Peter sees Gwen falling and grabs her. "You're okay. I got you." Peter says as he pulls her back up. "Now, I'd get out of here if I were you. There's bound to be someone worried." Peter says, trying his best to disguise his voice as he leaps down to the others. Gwen watches him swing away.

"Looks like you're full of surprises, Peter." Gwen says, knowing exactly who he is, easily.

Coulson meets up with him. "So, was it nice while it lasted?" Coulson asks Peter about his date.

"It was nice, I suppose." Peter says as Fury approaches them. "So, what happens now?" Peter asks him. "We wait for him to show up again. Now he knows you're stronger than him, he might be gone for some time." Fury tells them. "There's no telling what he has planed next." He states and they all get to work.

Back at Norman's household, he's taking a drink as he hears somebody laughing. "Somebody there?" He asks looking around. 

"Somebody?" The voiceasks Norman.

"Who's out there?" He keeps asking seeing he's here alone. "

Don't play innocent with me, Norman. You've known all along." The voice states and Norman keeps looking for someone.

"Where are you?" He asks the voice. "Follow the cold shiver running down your spine." The voice states and Norman looks around. "I'm right here!" The voice yells and Norman looks into a mirror.

"I don't understand." He states. 

"Did you think it was all a coincidence?" The reflection asks him. "So many good things happening to you. All for you, Norman." He states to Norman.

"What do you want?" He asks himself. 

"To say what you won't. To do what you can't. To remove those in your way." He states holding the newspaper. Norman looks to see it's about the board members death. "The board members. You killed them." Norman realizes.

"WE killed them." The voice tells Norman.

"We?" Norman asks. 

"Remember your little accident in the lab all those months ago?" He asks Norman.

"The super solder serum we were developing." Norman realizes.

 "Bingo. Me. Your greatest creation. Bringing you what you've always wanted. Power beyond your wildest dreams, and it's only the beginning." He states to Norman.

"But now there's someone who does seem to have a soldier serum. Because he broke both our indestructible suit and glider." He states to Norman.

"That child with S.H.I.E.L.D.?" Norman asks him. "That child seems to have somehow got his hands on a super serum himself. Imagine what could happen if we got to him. Or imagine if he joined us." He states to Norman. "It's not like he's gonna he turned to easily." Norman states. 

"Then we strike at what he cares about...S.H.I.E.L.D." He says to Norman and laughs maniacally.

Chapter Text

"Norman has gone dark. He hasn't shown up for work. He hasn't left his penthouse, so we assume he's either there or hiding offsite." Coulson states to Fury. "Well, since I damaged his armor, so Goblin's gonna be somwhere he can fix that equipment." Peter states to them and they look at him confused.

"Goblin?" Fury asks. "Yeah, I was getting checked on by Simmons, me and Fitz were talking about how he looked like a goblin. So we ended up naming him the Green Goblin." Peter explains to them. "It's not like I plan on calling him Norman every time he comes out of hiding, that gets boring." Peter explains to them. "Go get ready for school, see if your date saw anything tomorrow." Fury tells him as he starts leaving.

"If he plans on continuing creation on the soldier serum, for Oscorp or his own personal needs. He might think Parker has the answers." Fury tells Coulson. "Like the kid said, it's not like he's just gonna show up anytime soon. He doesn't even know Peter." Coulson says to him and sees something out the window.

"I'm mistaken." Coulson states as a bomb goes off, throwing both Coulson and Fury backwards. "That's interesting, Nick Fury." Goblin says as he grabs Fury by the neck. Coulson takes his gun out and starts shooting him and it has no effect. "So where can I find this Parker of yours?" Goblin asks Fury.

"There's no Parker in this building." Fury chokes out. "You're lying!" Goblin yells in his face. "I swear." Fury states.

"Then you're useless." Goblin states as he gets hit and drops Fury and sees Peter back in his suit.

"Look at what the Goblin King dragged in." Peter quips and Goblin sees him. "Speak of the devil." Goblin states seeing him.

"I just whipped your backside yesterday, so you came back for a second second helping?" Peter asks him as Goblin opens a valve on his shoulder and release sleep gas on Peter and he drops. Goblin grabs him and flies off. "Peter!" Coulson shouts as he goes flying off.

Peter starts to slowly wake up. "Wake up, Parker." A voice tells him and Peter quickly comes to his senses and starts getting up to fight Norman. "You're a very impressive specimen, Peter Parker." Goblin tells him. "How do you know my name?" Peter asks him, trying to keep calm.

"Your little friends back in your base aren't as quiet as they think. Peter Parker, the last of the Parker name. Lived with Agent Phil Coulson, of S.H.I.E.L.D." Goblin informs him what he knows. "You and I aren't as different as you would think." He states to Peter. "I'm not like you. You're a murderer, a freak." Peter tells him.

"Well, I chose my path. You chose the way of the hero. Or did you?" Goblin asks honestly. "You didn't really have much of a choice, now did you? You were born into this life." Golden starts circling Peter as Peter waits for him to strike.

"You were raised by S.H.I.E.L.D., to protect and serve, to never have the normal life." Goblin states to him. "You can't trick me, Norman." Peter warns him, knowing he's just trying to get in his head.

"There's only one thing the people of this world love more than order is chaos that organizes create, its to see organizations like your precious S.H.I.E.L.D. fall. In spite of everything your fellow agents have done for them, eventually they will hate you. Why bother?" Goblin keeps on asking Peter questions, and Peter knows he's trying to get a rise out of him but he knows how to control his emotions.

"It's the right thing to do. I shield those from the dangers of the world who can't do it themselves." Peter explains himself to Norman. "Here's the real truth. There are eight million people in this small city alone, and those teeming masses exist for the sole purpose of lifting the few exceptional people onto their shoulders."

"You and me...were exceptional." Goblin states to him. "What's stopping me from taking you down right here and now?" Peter asks him, ready to end this as the Goblin Glider comes down and aims it's guns at him. Peter sees he was stuck and starts to listen.

"I could end your life right now. But I'm offering you the chance to join me. Imagine what secrets your DNA holds within it. The things we could accomplish together, what could be created. Or we could destroy, cause the deaths of countless people and your fellow agents in selfish battle again and again, until we both die." Goblin states to him.

"Is that the world you want?" He asks as his glider picks him up. "Think about it, Agent!" Goblin says as he flies off and Peter tries to get up to try to chase him, but he can barely stand as it is.

Later, after calling Coulson and Fury, telling him he's okay, Peter made his way to school and runs into Gwen on the way inside. "Hey, what happened to you yesterday?" She asks him.

"Oh, like I said, I was making sure my uncle was okay." Peter tells her and she looks at him in disbelief. "You don't do a good job disguising your voice, Spider." Gwen states and Peter realizes that. "Yeah, I know." Peter states as he goes to his locker. "So, what happened? Who was that guy?" Gwen asks Peter, regarding Green Goblin. "Norman Osborn. We just don't have enough of a plan to get him." He tells her.

"And by we you mean S.H.I.E.L.D." She tells him and Peter agrees. "How long have you had those powers?" She asks him. "My whole life, I've been told. My parents died to protect my secret. I've been growing up inside S.H.I.E.L.D. ever since I was little." Peter explains to her.

"Wassup' penis Parker!" Flash says as he passes them. "Flash." Peter says as he ignores and keeps walking. "So, you can stand up against psychos in suits but not a high school bully?" Gwen asks him, confused.

"Just because I can do that, doesn't mean I should do it. But, listen, you can't tell anyone about this. Especially Ned. I just wanna...be myself. Just be a kid." Peter explains to her.

"Don't worry, your secrets safe with me, Spidey." She says making that her nickname for him and starts leaving.

"But you owe me a makeup date. Since our first got ruined by the Green Goblin." She states as she make her way to class. "Life just got complicated." Peter says to himself as Ned approaches him. "How'd it get complicated?" Ned asks him.

"No real reason, just the whole attack yesterday. Good thing you stayed home." Peter tells Ned. "Yeah, How was the date before that?" Ned asks his friend. "Apparently, she wants to go out again so I'd take that as a it went well." Peter says seeing it as an absolute win he has his first girlfriend.

Norman has been gathering all he could of Peter Parker or Agent S. As of now, Norman is having an argument with himself. "The child doesn't even know his full potential because S.H.I.E.L.D. is keeping him back. He'll never take our offer either because of the same reason." Goblin states to Norman.

"Agent S is all but invincible. But a child is easier to handle. We can destroy him." Goblin continues on saying. "He's just a kid. I can't just kill him." Norman states, trying to stay strong.

"I'm not talking about killing him. You were hired to figure out what the Parker's were hiding years ago, Remember? We just had to finish the job. They said they'd take what they were hiding dead or alive." Goblin states hatching a plan.

"Alexander Pierce wanted us to deliver the Parker's secret. Now we know why. His blood is the first of what could be many super soldiers. We get him first, Oscorp lands on top of every other company. Even stark couldn't stop something like him." Goblin states to him.

"How do we get close to him? If he was trained inside S.H.I.E.L.D., who knows what else he can do?" He asks Goblin. "We blind his actions with the matter of loss and pain. Those will stop him from acting rationally." Goblin explains to Osborn. "Take what he loves. Make him wish for the pain to end." Norman realizes. "Who do we go for?" Norman asks him.

"The one who's been there since the loss of his family. The one who never left his side. Philip J. Coulson." Goblin answers him. "That should get him to think quick more than smart." He states and Norman gets the idea.

At the safe house, Phil is just entering the house as his phone goes off. "Natasha, what's up?" Coulson asks as he answers the phone. "Just checking in, I heard the base was attacked this morning by Osborn?" Natasha asks.

"Yeah, apparently he was trying to get Peter to join his side. Obviously, the kid didn't agree." Coulson tells her as he closes his front door and makes his way to the kitchen. "So where's he now?" Natasha asks. "He's on another date." Coulson informs her about Gwen.

"You meet her yet?" Natasha asks. "Yeah, she's a nice and sweet, girl. But you wouldn't want to see her angry." Coulson says to her. "So, where we at with Goblin?" She asks, making sure she heard him right. "That's what Peter and Fitz are naming him, and now you are too?." Coulson asks, confused.

"He needs to stop hanging out with Fitz and Simmons for a while." Natasha states to him. "Yeah, I-" an explosion goes off behind him. "Coulson?!" Natasha screams hearing the explosion. Goblin flies in and sees Coulson. "Well, well, look at what the government dropped." Goblin says to him as Coulson once again tries shooting him, knowing it's a loss cause. Goblin grabs his neck and lifts him in the air.

"Agent Coulson. You're needed for my perfect specimen." Goblin states to him laughing. Coulson looks on shock and tries to get free of his grip as Norman knocks him unconscious.

Chapter Text

Peter and Gwen runs through the S.H.I.E.L.D. men guarding his home and looks around to see it mostly destroyed and Coulson is nowhere to be found. "I can't believe I let this happen." Peter says. "This wasn't your fault, Spidey." Gwen tells her as Fury approaches him.

"Parker. We've got his demands." Fury says to him, not beating the bush. "What does he want?" Peter asks.

"He said if he gets you, Coulson goes free." Fury explains to him and Peter starts feeling sick. His uncle, one of the few people who've always been there for him when he needed them, was taken because he was to strong to take on himself. "Where does he want to meet?" Peter asks. "Slow your horses, we're not trading you to that maniac. But we need to learn why he wants you." Fury states to him.

They go back to the S.H.I.E.L.D. base and talk to Fitz-Simmons. "Well, if Norman was working on performance enhancers, Peter's blood might just be the key behind it all." Fitz says as he looks at Peter's DNA.

"Peter's blood isn't just...different. If it were transferred into another specimen, it would be the dominant out of anyone's DNA. Their cells would instantly start changing into super soldiers." Simmons finishes his thought for him.

"So, even a drop of Peter's blood could change the entire human body." Fitz finishes off. "Does he really think you'd give Peter up like that?" Gwen asks and they look to her. "Oh, sorry. Hi, Gwen Stacy." She says it introducing herself. "Fitz." "Simmons." They intorucuce themselves to her.

"Sir." Maria Hill comes in while on the phone. "We just got a confirmed breakout from the Fridge. Max Dillon and Aleksei Sythsevich have been broken out by a man in a green mask." She explains to them. "Electro." Peter says. "Rhino." Fitz states at the same time.

"Looks like he knows your strong enough to take him on alone, Parker. So he recruited his own team." Fury says to him. "You still wanna go through with this?" Fury asks him. "If I go in, there's no guarantee that he won't just kill Coulson. So make it There's no way for him to escape, I'll go in and try to keep them down. Gwen, I need you to go home, so I know you're safe." Peter tells her and she gives him a quick kiss.

"Woah." Fitz comments on the action. "Can your Peter tingle see the future?" She asks him.

"No, that's not how it works." Peter tells her. "Stay safe, Spidey." She says as she's escorted home.

"Peter tingle?" Simmons asked.

"That's what she decided to name it." Peter explains to them as he sees their faces. "I'm never hearing the end of it, am I?" He asks them knowing the answer. "Not happening." Natasha says. "I'm telling that to Laura when I see her." Clint states. Peter gets annoyed by his family and starts rushing a plan together.

Peter get driven to the address with Clint and Natasha get out ready to go. "We sure this is the place?" Clint asks, getting his bow ready. The place looks damped, abandoned, maybe haven't been used in years. "Six sense is telling me different." Peter says to him.

"You mean your tingle?" Natasha says smiling. "Great. Never loosing it." Peter realizes. They start walking towards the warehouse as a blast of electricity stops them in their tracks.

They look up and see Electro flying in the air. "Well, well, well, look at who it is. Agent S, Hawkeye, Black Widow. It's been about 3 years, haven't it?" Electro says as he sees them. "Been a long time since we threw your backside into the Fridge, Sam." Clint says, aiming his arrow at him. Natasha aims her guns at him.

"Where's Coulson?" She asks him. "The Agent's inside waiting to be rescued." Electro says to them. "But there's still 800 pounds of a man trapped inside a mechanical rhino suit inside and me out here!" Electro starts blasting at them and they all dodge the bolts of lightning. Peter ducks behind a broken wall of bricks, while Natasha and Clint get behind a damaged car.

"What's the plan, kid?" Clint asks, shooting arrows at Electro and he dodges them all. "I get inside and handle Rhino and find Coulson. You guys stay and handle him! Aunt Nat, Give me some cover!" Peter says as he starts running into the open and Natasha keeps Electro's eyes on her but he soon sees Peter and starts blasting electricity at Peter.

Peter keeps running ahead of the lightning and quickly shoots a web and swings above Electro and comes smashing through a window of the warehouse and lands on his arms and feet. "Coulson!" Peter shouts, trying to find his uncle. He listens to the silence, letting his Six sense guide him by listening for his heartbeat, but he picks up on another heartbeat coming in fast.

Peter webs the ceiling and leaps up as Rhino comes crashing through the wall. "Oh, speak of the idiot." Peter says, as he hangs upside down and Rhino is looking for him. "The annoying Bug finally returned!" Rhino says.

"Uh, hate to hurts your bubble, you called me. You escaped with a psycho in green." Peter states to him and he charges at part of the wall and Peter drops down on top of him.

"So, you tell me where I can find my friend, and we can lock you back in your cell and all be on our way." Peter says as Rhino tries grabbing him off of his back and charges at the wall. Peter quickly leaps in front of him. "Let's get this over with, I've been waiting over a year for this." Rhino states as he charges at Peter.

Peter runs at Rhino and trips his leg by using all his strength to kick it and he sends Rhino flying into a wall. "This will be over as soon as you tell me where Coulson is!" Peter says, getting frustrated at the man.

Rhino gets back up and starts charging at him again. "I don't have time to go around in circles all night, Rhino!" Peter yells as he webs Rhino's legs together and he goes sliding.

As Rhino starts tearing the webbing, Peter lands and states walking to him. "I want answers, now!" Peter yells to him. "Where's Coulson?!" He shouts as he webs him to the ground. "S!" Peter hears someone shout and knows who it is. "Coulson?!" Peter tells as he runs to find him.

He breaks down a door and sees Coulson tied to a chair. "Coulson, is it safe?" He asks him. "Yeah, come on, quick. You gotta hurry." Coulson says as Peter starts untieing him. "Where's Norman?" Peter asks him.

"I was bait, kid. He wasn't using me to get to you. He was using me to get you away from her." Coulson states and Peter freezes in shock. He quickly pulls out his phone and calls Fury. "Fury, get Gwen back to the base. She's the target! Goblin's going for her." Peter tells Fury. "You get Coulson back, I'll get her a entourage to protect her, understand?" Fury asks him.

"Understand, sir. See you home." Peter says and walks out with Coulson to see Clint and Natasha took Electro down. "You would think a guy who's made from electricity can't be brought down by a taser arrow and my widow bites." Natasha says as men come in to arrest the escaped convicts.

Back at the base, Coulson is getting checked on and Peter is pacing. "Peter, she's gonna be here any second, you'll see." Simmons says, trying to reassure him and the fact his pacing is getting annoying to them. "I'm just gonna call her, see where she's at." Peter says.

"Whatever stops you for making a hole in the floor." Coulson says as Simmons is done checking on him. Her phone starts ringing as Peter calls her and waits for her to answer. "Hi, you reached Gwen Stacy, leave me a message, I'll get back to you." It says and beeps.

"Gwen, it's me. I just wanted to check on you. I'm just...Norman has me on edge, I'm sorry." Peter says and hangs up. "You know, my senses aren't going away. I feel somethings wrong if she didn't answer." Peter states to them. "Come on, there could be a number of reasons why she didn't answer." Fitz explains.

"Maybe she didn't have her phone on her when the team was moving her." Simmons explains as his phone starts ringing and he sees its Gwen.

"See? I rest my case." Fitz says as Peter answers.

"Gwen, I was so worried." Peter says into the phone and his face turns white as all he hears is maniacal laughter.

 "Can Agent S come out to play?" Goblin asks into the phone. "Where is she, Norman?" Peter asks and all eyes turn to him.

Chapter Text

Gwen doesn't know how fast it happened, but she tried to contact Peter before he could hit, but when Norman came down and blew her car andseveral other cars she was in with several S.H.I.E.L.D. agents, she was knocked unconscious as the agents tried taking down Norman and he blocked all communications so they couldn't call for backup.

Goblin made quick work of the agents and makes his way to Gwen and finds her phone just out of her arms reach and sees a voicemail from Peter. He quickly calls back and tells him where to meet him if he wants Gwen to live. The Brooklyn bridge.

Gwen soon wakes up and sees she is on top of the bridge and almost falls off. She runs and starts trying to find a way down and Goblin comes flying past her laughing. "The itsy-bitsy spider went up the water spout. Down came the Goblin and took that child down." Goblin says singing and shoots missiles and destroys part of the bridge and the cars start crashing to avoid falling off. The entire bridge is blocked off from the rest of the world.

Peter is making fast work at closing the distance between the base and the bridge. "Pete, you need to stop and wait for backup! You're running into a trap, kid." Clint tells him from base.

"I don't care. Gwen's in trouble, and it's my fault." Peter says as he turns off his communicator. He lands across from the bridge and sees the trapped civilians. "Norman, what have you done?" Peter asks him as he sees the entire way to the bridge is gone on both ends and Gwen's in the middle of it all.

Peter looks around and sees two flags he could use to thrust himself onto the bridge. He webs them and pulls back as far as he can go and shoots himself at the bridge.

He starts swinging across the bridge and lands across from Gwen. "Gwen. You okay?" He asks her, while running to her. "Yeah, I'm okay. Just freaked out a bit. That's normal I suppose after being abducted by a Green Goblin." Gwen says.

"Come on, let's get you out of here. I'll come back for the people, but he's after you." Peter says. "Watch out!" Gwen yells as Goblin comes up and slams his glider into Peter. Peter gets thrown across the bridge and uses his abilities to stick to the surface before he could fall. He starts getting up and sees Goblin flying with Gwen in his hands.

"Parker, this is why only fools choose to become heroes. Because you never know when some lunatic will come along, with a sadistic choice. You chose your uncle over your high school sweetheart." Goblin states.

"Put her down, Norman!" Peter commands Norman as Peter starts running to the edge of the bridge to chase him. "Come and get her." Goblin says as he flies off and Peter webs the closest thing and swings after them.

A S.H.I.E.L.D. SWAT team, along with Natasham Clint and Coulson watch the interaction and tries keeping up as they are flying away. "Peter turned off his communicator, we can't talk to him." Natasha tells them.

"He's angry and upset he didn't see it coming." Coulson tells them. "He thought I was what Goblin was gonna use to get to him, he never would've guessed he would be after Gwen." Coulson says.

"How did Goblin know about Gwen?" Clint asks.

"He must've seen her and Peter a the festival when he first showed up, looked for online accounts of Peter or Gwen. Number of ways for someone with Norman's resources." Coulson explains as they wait to catch up with them.

Peter is still chasing Goblin and Gwen and makes his way up above a clock tower and tries webbing the glider and he's too high up. "Norman! Put her down!" Peter shouts to him, loosing hope.

"Osborn, this has nothing to do with her! You want me? I'm right here! Come get me, just let her go!" Peter shouts, trying to get Gwen away from all of this. "Very poor choice of words." Norman states as he drops Gwen. "No!" Peter shouts as he leaps up to catch her.

He grabs onto her and they come falling into the clock tower. "You okay?" Peter asks Gwen as they land. "Nothing some therapy won't solve." Gwen quips as a Goblin Bomb gets dropped next to them.

"Hang on!" Peter shouts as he covers Gwen from the explosion as it goes off and Peter's suit absorbs most of the damage and the walkbridge they're on breaks Gwen starts falling and Peter grabs her. "Hang on, I'll put you down." Peter says as he starts to slowly lower Gwen to the walkway and Goblin comes flying inside. Peter tries having Gwen fall onto the platform and she lands onto some parts to the clock as he and Goblin start fighting again.

Peter and the Goblin start into hand to hand combat, thanks to Natasha's training, Peter gets the upper hand in speed and agility, but Goblin's suit can take many more punches than last time. Gwen starts making her way out of the clock as they continue to fight above her.

Peter breaks the bottom of his glider, seeing it's still as fragile as before and it's starts falling. Gwen dodges the glider but her platform falls apart and Peter shoots a web to catch her. She grabs onto the web and stops from falling. He starts pulling her up as Norman comes down to punch Peter and he starts holding him off and keeping Gwen alive.

Norman holds down Peter's hand holding the web and it makes its way to the clock gears to break. Peter uses his strength to shoot a web at the gears to stop it from moving but it isn't enough. Peter shoots a web in between two of the gears and wraps it around Norman's suits neck and it gets some of his strength off of Peter.

Peter looks to Gwen and sees it's a long way down and the web is about to be broken. He uses his leg to stop the gears and it doesn't break the web. Peter uses all of his strength to stop the gears with his foot and keep some strength to hold back Goblin. "Spidey?" Gwen asks out of fear as the gears just end up breaking and slice through Gwen's webbing.

Gwen starts falling as the rest of the clock comes apart and crashes upon Norman, keeping him from moving anytime soon. Peter flips and goes diving for Gwen. He quickly raises his hand to catch her and shoots a web and shoots as it starts navigating through all of the clock parts and they get closer to the ground. Time seems to start slowing down for Peter as the web starts making its way to Gwen to save her from the fall.

Peter's heart is beating so hard, he fears it'll burst out of his chest. He prays that the universe, god, whoever's listening will let her live. The web grabs onto Gwen and Peter grabs onto a pipe to stop himself and looks down to see her close her eyes as she hits the back of her head on the ground, combining with the whiplash of the fall.

Peter stays there for a second and places the web on the pipe and shoots a web to drop to her. He quickly lifts his eyes sockets to see her. "Gwen?" Peter asks, trying to hear her heartbeat. Even the slightest of heartbeat, but all he can hear is his heart breaking as he has to face the truth. He lifts her head to find a pulse, praying his senses was off.

"Hey, Gwen? It's me...it's-it's Peter. It's Spidey." Peter says as he takes his mask off entirely and let's the tears fall from his face. "Gwen, I need you to get up. We have to get out of here, he...Norman can get back up any minute." Peter says to her while trying to keep himself calm.

"Come on, Gwen. Stay with me! Stay with me, please!" Peter starts breaking down entirely as his web dissolves off of her and he grabs Gwen himself and holds onto her, not wanting to let her go. After a few tears, he starts to slowly place her on the ground to rest.

Peter's senses go off and the doors burst open and S.H.I.E.L.D. lead by Natasha and Clint come in and see him. Peter raises his head to the flashlights and they see his tears. "I...I couldn't stop him." Peter says, still shaken.

"Oh, ребенок паук." (Baby spider) Natasha walks up to him and Peter engulfs her into a hug and continues to cry. "You better call in a medic. Just to be sure...director, the hostage is down." Clint says in his communicator and armed men come in and take Norman away.

Several days later, Norman has been thrown into the Fridge, to never see the light of day again. Peter now realizes he and Coulson have to return to Washington and he has to leave the normal life he has. Fury allows them to stay long enough to attend Gwen's funeral before returning.

On the day of the funeral, more than a few tears were shed from everyone, especially Peter. A few of Gwen's friends showed up along with her parents and brothers, who all knew Peter. Peter got the report of her death and it explains to him that he couldn't have done anything to save her. But that doesn't stop him from blaming himself.

After the funeral, the next day Peter had to break the news to his friends he was leaving. "You're leaving? What happened?" Ned asks Peter as he's emptying his locker. "My uncle told me if things worked out we'd be here a while longer, but things didn't work out. We're moving back to Washington." Peter tells him as he closes his locker. "But, hey, we can still be friends. We can skype, text, call anytime." Peter tells his best friend and they do their handshake and as Peter leaves.

His senses finally go off to reveal Michelle reading her book near the steps of the school. "Hey, Michelle." Peter says to her. "Guess you're really leaving." Michelle states seeing his bag completely filled. "Yeah, I am." He tells her, sad to leave his friends.

"Gotta say, I was just getting to like you." Michelle tells him. "Well, you never know. Maybe we'll meet again." Peter tells her, hoping it to be true. Michelle walks up to him, putting her book down.

"I just wanted to say, I'm sorry about Gwen." Michelle tells him and pulls him into a hug. Peter automatically takes in the hug still not over her death.

"Just gotta say, this is the first time you've put your book down to talk." Peter quips and he couldn't be sure but he's sure he herd her chuckle at that.

"Take care of yourself, Peter." Michelle says to him, even when she's gonna secretly miss him herself. Coulson drives up to the school in Lola and sees them. "Hey, uncle C." Peter says as he and Michelle break the hug off. "Hey, can you do me a favor? Ned's gonna need someone after all of this and-" Michelle cuts him off knowing where it's going.

"I'll have his back for you, Tiger." Michelle tells him and walks back into the school. Peter watches her leave and looks at the slice of a normal life he once had and gets into Lola. "You did good. On both ends, you know that?" Coulson states to him, knowing that Peter doesn't look at the bright side of his work often.

Peter is sitting outside the labs, watching everyone go back and forward all day, he's been like this for the past few days. When he first arrived back to the Triskellion, he took $10,000 from his account and sent it to Gwen's family.

After that, he got briefed on by Fury and he hasn't done much since. "Oh, the poor thing." Jemma says while seeing Peter sulking to himself still in a chair in the halls. "It must've been hard with him, the first girl he's interested in and she gets murdered by a deranged billionaire." Jemma says to Fitz.

"Yeah, he didn't even seem interested when I was gonna pull a prank on Sitwell just to cheer him back up." Fitz tells her feeling sorry for Peter. "Oh, he does love pranking him." Jemma says, chuckling. "Maybe you should go cheer him up." Jemma suggests to Fitz.

"Me? Why not you? You and him are like twins half the time." Fitz states to her.

"Yes, But you and him have a more brotherly relationship." Jemma states back at him.

"Fine, Okay?" Fitz says and starts making his way to Peter and goes back to Jemma. "What do I say to him?" Fitz asks her.

"Just something like how we're all here for him, it's normal to feel pain in loss." Jemma says to him and Fitz starts walking back to Peter.

Peter is sulking and Fitz walks up to him. "Peter, listen...it's-" "I heard you guys talking. Super hearing, remember?" Peter tells him and Fitz feels stupid. "Right." Fitz says and they fall into silence. "It's better to have loved and lost than never to have lived at all." Peter says to him.

"What?" Fitz asks him.

"Read about it in school. Michelle said it to me when Gwen announced she's my girlfriend." Peter explains to him. "I just need some time to think." Peter says.

"Pete, it's been several days, you haven't eaten much as you should, you don't do as much anymore." Fitz says and Peter gets up and leaves.

Peter retries to his room and looks at his computer and all of the pictures he took with Gwen when something appears in his email. He opens it and sees it's from Gwen's Mom. "Gwen asked us not to watch these. Thought you'd want them." The notes says and attaches a video and he pushes it to see it start off with Gwen and Peter in an abandoned building and Peter's letting her try his web shooters.

"Okay, so I just aim and shoot with my middle finger?" Gwen asks Peter as he's laughing at how she looks in his suit. "Yeah, Just aim and shoot." Peter tells her and Gwen aims it at a railing above them and shoots it off and she screams and the webbing goes everywhere. And just misses Peter. "Oh, I'm so sorry!" Gwen shouts. "Okay, I should've specified on you need to let go afterwards." Peter says laughing hard.

Real life Peter is chuckling at the memories as another video appears and shows them on another date.

Peter is swinging Gwen around the city and she's cheering her head off as they go everywhere around the city while Peter's phone is attached to a staff recording everything.

Next is a few pictures they took of her wearing his mask, her trying to take off the mask on her own, them kissing on top of the Statue of Liberty and more.

Peter starts to smile and sees a final video she recorded herself. "Goodbye."

Peter gets confused and clicks on it.

Gwen is placing the camera down and sits on her bed. "Hey there, Spidey." Gwen starts off. "So, in case you don't know, I'm recording this after out swinging around the city date." She start with and starts breathing slowly.

"So, I thought I would leave a message for you...in case your work caught up with us." Gwen says. Peter can't believe that she was prepared just in case it actually happened and as usual she was right. Gwen clears her throat and goes back to it. "Pete, I don't know how, or what way it happened. But I know it wasn't your fault...this is life, Spidey." Gwen says and moves some hair out of her face.

"You're a hero. And you're doing it because you can make a difference and you choose to. Most people only have one or the other. They want to make a difference and can't. Or they can maybe a difference and choose not to. No mask can make who you are, the heart inside of you. Don't let the anger destroy you, keep protecting those who need you. The world needs your heart S.H.I.E.L.D. needs your heart. This is the end of my story, but your story is yet to begin, and I'm happy to be a part of it. I love you, Spidey." Gwen says as she lets some tears fall and walks up to the camera. "Your mask doesn't make you who you are. It's the heart inside of you." She says and turns the camera off.

Peter lets tears fall off his face and understands what she's saying. He can't push people away because of her death and needs to continue his mission to shield people from the same fate as Gwen.

Fitz and Jemma are arguing on trying to talk to Peter as Peter walks into the labs and knocks on the window. "Peter." "Hey, Pete." They say to him. "I just wanted to say, thanks for trying to cheer me up." Peter tells them.

"Thank for...everything. My whole life. And...I've decided to embrace what happened as a reason to continue." Peter tells them. "Gwen left me a message telling me to promise to protect people, so I'm gonna do it anyway I can." Peter says smiling. "Well...you wanna go prank Sitwell now?" Fitz says smiling. Peter smiles menacingly. "Let's do it." Peter says and they leave and Simmons gets back to work. "Boys." She says smiling.

Chapter Text

Months after Gwen's death, Peter is now at a secret NASA S.H.I.E.L.D. base, where Coulson has ordered an evacuation after the tesseract became unstable, as Fury comes in on a helicopter. He lands and exits the chopper and sees Coulson and Peter waiting for him. "How bad is it?" He asks them. "That's the problem, sir..." Coulson starts and looks to Peter. "We don't entirely know." Peter says.

They walk through the halls explaining the situation as Hill comes and joins them. "Dr. Selvig had an energy serge from the tesseract about four hours ago." Peter explains.

"NASA didn't authorize him to go into test phase." Fury says. "He wasn't testing it, he wasn't even in the room. Spontaneous event." Coulson states. "So, It juts turned itself on?" Hill asks. "Where are the energy readings now?" Fury asks.

"Climbing. When Selvig couldn't shut it down, and Peter's tingle started screaming like church bells in his head, we ordered an evacuation." Coulson tells them. "How long until we get everyone out?" Fury asks. "An half hour, maybe less." Peter says. "Do better." Fury tells them and they leave.

Fury and Hill make their way to the tesseract. "Sir, evacuation may be feudal." She tells him. "We should tell them to go back to sleep?" Fury asks her. "If we can't control the tesseract, there may not be a safe distance." She explains.

"I need you to make sure Phase 2 prototypes are shipped out." He tells Hill. "Sir, is that really a priority right now?" She asks, "until such times as the world ends, we will pretend like it continues to spin on." Fury tells her. "Clear out the tech below. Everything to do with Phase 2 on a truck and gone." He says. "Yes, Sir." Hill says and leaves.

Fury walks into the room and sees Selvig working. "Talk to me doctor." He says. "Director." Selvig calls him over. "Anything we know for certain?" Fury asks. "The tesseract is misbehaving." Selvig states. "Is that supposed to be funny?" Fury questions.

"No, it's not funny at all. She's not just active, she's...behaving." Selvig tries to explain. "How soon before we can pull the plug?" Fury asks. "She's an energy source. We turn off the power, she turns it back on. She reaches peak level." Selvig explains to him. "We're prepared for this, Doctor. Harness every from space."

"We don't have the harness." Selvig says as he walks back to the computer. "My calculations are far from complete. Nothing harmful. Low levels of gamma radiation." Fury looks to him. "That could be harmful." He says. "Where's Agent Barton?"

"The hawk? Up in his nest as usual." Selvig points above him. Fury uses his radio to call him down. "I put you on this assignment to keep a close eye on this thing. "Well, I like the kid, I see better from a distance." Clint explains.

"You seen anything that could've set this thing off?" Fury asks him as they walk up to the tesseract. "Doctor, it's spiking again." They hear a scientist say. "Noones come or gone, Selvig's clean, no contacts. If there was any tampering, it wasn't from this end." Clint says. "This end?" Fury asks, confused. "Yeah, the cube, it opens a doorway through space. Doors open from both sides." Clint says as the tesseract starts glitching and a portal gets blasted at the end of the room and a man appears with a scepter.

S.H.I.E.L.D. men approach him with their guns pointed at him. "Sir, please put down the sphere!" Fury yells. The man stands up and shoots a blast at them. Clint grabs Fury and moves out of the way from the blast as the men starts shooting at him and he makes quick work of them with his scepter. Clint tries shooting him and he stops Clint. "You have heart." He states as he places the scepter to Clint's chest and his eyes glow blue.

Fury makes his way to the tesseract as the man starts controlling the remaining S.H.I.E.L.D. men. Fury starts leaving with the tesseract. "Please don't." The man says. "I still need that."

"This doesn't have to get any messier." Fury tells him. "Oh, yes it does. I have traveled far for anything else." He states. "I am Loki...Of Asgard. And I am burdened with a glorious purpose." Loki says. "Loki. Brother of Thor." Selvig says, remembering his time with Thor.

"We have no burden with your people." Fury tries to cooperate with him. "An ant has no burned with the boot." Loki states. "Are you planing to step on us?" Fury asks. "I come with glad tidings. Of a world made free." Loki says, moving towards Selvig.

"Free from what?" Fury asks. "Freedom. Freedom is life's great lie. Once you know that, in your heart..." he turns around and controls Selvig with the scepter, "...you will know peace." Loki finishes as Clint looks up at the energy from the tesseract on the ceiling. "Yeah, you say peace, I think you mean the other thing." Fury says.

"Sir, Director Fury is stalling. This place is about to blow. Drop a 100ft of rock on us. He tends to burry us." Clint states. "Like the pharaohs of old." Fury says. "He's right, the portal is collapsing in on itself. We've got about 2 minutes before this goes critical." Selvig says, looking at the computers. "Well then." Loki says as Clint shoots Fury and they leave with the tesseract.

Peter is helping Hill load up the trucks as his senses go off and he turns to see Clint and Selvig with a few a few agents and a man he's never seen before. "We need theses vehicles." Clint says.

"Hey, who's that?" Peter asks, pointing to Loki. "He didn't tell me." Clint coldly states to Peter and he starts walking away slowly as their radios go off. "Hill. Parker. Do you copy?" They hear Fury asks.

"Barton has turned." They hear him say and Peter grabs Hill and moves her out of the way of Clint's shots. They try shooting back as they start driving off. Peter starts shooting his webs and he misses, since Clint knows his training. "They have The the tesseract. Shut them down!" They hear Fury tell them and they take off to stop them.

The entire base starts collapsing as it becomes a race to get out as part of the roof tumbles on top of them. Fury flies in a helicopter and tries shooting the, And it fails as Loki uses the scepter to take it down an Fury crashes. "Sir?" Coulson asks. "The tesseract is in enemy hands. I've got men down." Fury says. "Hill? Parker?" He asks in fear. "There's a lot of men still under." Hill states. "Were not sure how many survivors." Peter states.

"I want everyone not working on rescue, looking for that briefcase." Fury tells them. "Rodger that." Hill says. "Coulson, Parker, return to base. As of right now, we are at war." Fury says. "What do we do?" Peter asks. Fury thinks for a second and knows it's time...

Chapter Text

After the decimation of the NASA base, Peter was told to make contact with Natasha and tell her to inform Stark the Avengers initiative has been activated when he got to the carrier.

On the carrier, Peter tried calling her phone directly and it doesn't work. Since he knows who she was after, he called them. "Hello?" The man on the other end asked in Russian. "Put the girl on the phone." Peter replies in Russian (since he speaks it and several other languages fluently) and the man hands it to someone else who Peter guesses is the boss. "Listen to me." He says but Peter interrupts, annoyed.

"You're at 114 Seleski Plaza, third floor. Put her on the phone or I send a F22 strike to wipe you all out." Peter states threateningly. The next he hears is shuffling and hears Natasha. "Hey, aunty Nat." Peter says, happily.

"Hey there, Pete. Please tell me this isn't a social call." Natasha says back at him.

"No, Fury needs you to come in." Peter says into the phone.

"Is he crazy? I'm working." Natasha states.

"What's happening is more important than your assignment."

"Pete, I'm in the middle of an interrogation. These morons are giving me everything."

"I not...give her everything." Peter hears the boss mumble.

"Look, I cant be taken out of this right now." Natasha states to Peter.

Peter didn't wanna worry her, but now he has to tell her. "Nat...uncle Clint's been compromised." Peter says and she goes silent for a second.

"Let me put you on hold." Natasha tells him and all he hears next is her destroying them. Next he hears her pick up the phone, probably on her way out.

"Where is he now?" Natasha asks Peter.

"We're not sure right now." Peter informs her.

"But he is alive?"

"As far as we know. Coulson is briefing you in on everything when you get back. But first we need you to talk to the big guy." Peter says to her regarding the Avengers initiative.

"Peter, you know Stark trusts me as far as he could throw me." Natasha states.

"Oh, Uncle C's getting Stark. You're after the big guy." Peter informs her and she suddenly understands that he means dr. Bruce Banner, the Incredible Hulk.

Peter on the other hand was asked to help Coulson escort Steve Rodgers, Captain America. Who they found frozen in the ice while Peter was battling Norman. The only reason Peter was excited to be there wasn't just because he got to meet the man that help start S.H.I.E.L.D. 80 years ago, but so he could see his uncle trip over himself trying to talk to Rodgers. Since he's a huge Captain America fan. Even had Captain America trading cards.

They're on the Quinjet, heading towards the carrier as Captain America is going over a projection file on all of the Avengers candidates Coulson gave him when he boarded. Peter was working as copilot as he sees they're approaching the carrier. "Were about another 40 minutes out from home base, Coulson." Peter informs Coulson.

"Thanks, kid." Coulson thanks and goes over to Steve as he's watching the footage of the Hulk.

"So, this dr. Banner was trying to replicate the formula that created me?" Steve asks Coulson.

"A lot of people were. You were the world's first superhero." Coulson explains, even Peter's parents tried to do it and that's what lead to their deaths and Peter being bit by their test subjects. "Banner thought that gamma radiation might hold the key to unlocking Erskin's original formula."

"Didn't really go his way, did it?" Steve states.

"Not really. But when he's not that thing. He's like Steven Hawking."

Coulson sees the confused look on Steve's face, but the fact that Peter was the one who explains to him who he was and Steve was gone for 80 years, he gets a pass. "He's like a...smart person." Coulson explains to Steve.

"I just gotta say, it's a huge honor to meet you, officially." Coulson says to Steve. "I sorta met you, I mean..I watched as you slept." Coulson says to Steve and Peter just face palms himself on the way he worded that.

"I mean, I was present as you recovered from the ice." Coulson explains as Steve gets up and approaches the front of the jet. "I mean, it's just...it's a huge honor to have you on board."

"I hope I'm the man for the job." Steve says.

"You are." Coulson quickly states. "We made some modifications to the uniform. I had a little design input." Coulson says about his suit. Peter remembered how excited Coulson got on designing the suit.

"The uniform? Aren't the Stars and Stripes a little...old fashioned?" Steve asks.

"With everything that's been happening...and the things about to come to light, sometimes people could use a little old fashioned." Coulson says to him as they come up to the carrier and come in to land.

They exit the Quinjet and Peter sees Natasha approaching them and gives her a quick hug before Coulson exits with Steve. "Agent Romanoff, Captain Rodgers." Coulson introduces them to each other.

"Hi." Natasha says to Steve. "They need you and Peter on the bridge. They're starting the face-trace." She says to Coulson and Peter and they leave.

Inside, they're getting ready to set off into the sky. Peter himself is still afraid of heights. Especially when he's stuck in the air with nowhere to go but down if the engines decided to dial on them, so he just constantly reminds himself that it's a boat and not a plane.

"All engines are operational." Hill says as Fury steps out to them and dr. Banner, Natasha and Steve enter the room. "S.H.I.E.L.D. Emergency protocol 193.6 is in effect. We're at level, sir." She says to Fury.

"Good. Let's vanish." Fury says and they activate the reflective panels on the Helicarrier...carrier! And it vanishes from site. Fury turns to the others and Steve hands him a ten dollar bill and he talks to Banner. "Doctor, thank you for coming." Fury says to him.

"Thanks for asking nicely. So how long am I staying?" Bruce asks Fury.

"As soon as we get our hands on the tesseract, you're in the wind." Fury explains to him.

"Where are you with that?" Bruce asks them as he goes near the railing to see Coulson and Peter.

"Were sweeping throughout any wireless camera on the planet." Peter says to them. "Cellphones, laptops, if it's connected to a satellite, it's ours to see."

"Still not gonna be able to find them in time." Natasha says while looking at a picture of Clint on the search computers.

"You have to narrow down your field. How many spectrometers do you have access to?" Bruce asks Fury.

"How many are there?" Fury asks.

"Call every lab you know. Tell them to put the spectrometers on the roof and calibrate them for gamma rays. I'll rough out a tracking algorithm, basic cluster recognition. At least we could rule out a few places." Bruce says to them. "You have somewhere for me to work?" He asks.

"Agent Parker, show dr. Banner to the laboratories, please." Fury asks Peter.

Peter starts showing him to the labs as Coulson is calling the spectrometers labs.

"You're gonna live it, doc. We've got all the toys." Natasha comments as they leave down the halls.

"Really? You've got a comador 64?" Bruce asks Peter.

"We're not exactly outdated." Peter informs him as they leave.

Coulson and Natasha are watching them leave. "Yeah, was it just me or was he tripping over himself talking to him?" Natasha asks Coulson.

"Besides Stark, dr. Banner's his favorite scientist." Coulson states.

Down the carrier, Peter and Bruce make their way to the labs. "So, how does a kid like you end up here?" Bruce asks Peter.

"Long story short, I was born with abilities that aren't exactly filed as normal. My parents died in a plane crash, and I was left with Coulson. My only family member left. And I've sorta been growing up inside of S.H.I.E.L.D. all my life." Peter explains to him.

"That was the short version?" Bruce asks.

"I just gotta say, I'm a big fan of your work. I read all of your books on gamma radiation and I've been following all your work. It wasn't exactly S.H.I.E.L.D. related, I just like to read and came across your work." Peter says to him.

"You understand my work?" Bruce asks Peter.

"Yeah, I've been compared to you and Stark over the years on my intellect." Peter says as they reach the labs.

"Here you are, dr. Banner. It's been nice to talk to you." He says and leaves him to work.

Peter makes it back to hear Sitwell say they spotted Loki. Peter doesn't care about Loki as much as he does Clint. Fury informs Steve that it's his time to suit up.

Chapter Text

Later on Stark showed up to stop Loki, along with Thor. They all brought Loki in and he was placed in their most secure cell they have in the ship and they're all watching Fury and Loki talk form the cameras.

In the room, fury walks to the controls for the containment unit. "In case it's not clear. You try to escape...you so much as scratch that glass." Fury says as he opens up the carrier underneath Loki's cell."30,000ft straight down in a steel trap. You get how that works?" Fury asks as he closes the floor.

"Ant. Boot." Fury states, recalling what Loki said to him back in the base a few days back. "It's an impressive cage. Not built I think, for me." Loki says as he looks around the round, see through cage he's trapped in.

"It's meant for something a lot stronger than you." Fury states to Loki, angry at him for the deaths he's caused.

"Oh I've heard." Loki says and looks towards the camera.

In the main room, Peter Hill and the Avengers are watching their interaction. "A mindless beast, makes plays to be a man." Loki says and they look to Bruce who looks like he isn't phased from what Loki said. "Or was it built for in case a freak of a child for her he were to loose control?" Loki asks and Peter knows he must've talked to Clint to know about what he can do. "How desperate are you? To call on such lost creatures to defend you?" Loki asks Fury.

"How desperate am I? You threaten my world with war, you steal a force you can't hope to control and you kill because it's fun. You've made me very desperate. You might not be glad that you did." Fury states to him, angrily. Peter knows it takes a lot to get Fury ticked, but now he looked pissed off at Loki.

"It burns you up to have come so close. To have the tesseract. To have true power. Unlimited power. And for what?" Loki asks as they know he's doing this to get under Fury's skin and everyone except the Avengers know it's hard to get under his skin. "A light for all of mankind to share. And then to be reminded what real power is." Loki asks Fury and he's had enough of him and states to leave. "Well, Let me know if "real power" wants a magazine or something." Fury says on his way out and the cameras deactivate.

"He really grows on you, doesn't he?" Bruce asks the group. "Loki's gonna drag this out. So, Thor, what's his play?" Steve asks the god of thunder as he's just standing there after listening to his step brother.

"He has an army called the Chitauri. There not of Asgard or any world known. He means to lead them against your people. They will win him the earth. In return, I suspect for the tesseract." Thor explains to them. "An army from outer space?" Steve asks, confused on how he can do that.

"So he's gonna need another portal. Like the one Eric Selvig had at the base. That's probably why he took him." Peter states to the group. "Selvig?" Thor asks and Peter knows he knew Selvig from earth.

"He's an astrophysicist." Bruce explains to him. "He's a friend." Thor explains back. "Loki has him under some sort of spell. Along with one of our own." Natasha let's out.

"I wanna know why Loki let us take him. He's not leading an army from here." Steve states. "I don't think we should be focusing on Loki." Bruce says to them. "The guys brian is a bag full of cats. You can smell crazy off of him." He states.

"Have care how you speak. Loki is beyond reason, but he is of Asgard. And he's my brother." Thor says in a commanding voice. "Sir, withal due respect, he killed eighty people in two days he's been on our world." Peter explains to him and Thor goes silent for a minute. "He's adopted." He quickly states.

"I think it's about the mechanics." Bruce says as Tony and Coulson walk in. "Iridium. What do they need the iridium for?" He asks. "It's a stabilizing agent." Tony says as he's talking to Coulson and only Peter could hear what they were saying. "I'm just saying, pick a weekend, I'll fly you and the kid to Portland. Keep love alive." Tony says to Coulson, and Peter thinks they're talking about Audrey Nathan, Coulson's girlfriend. She's a cellist in Portland, Peter and her have met a few times.

"It means the portal won't collapse on itself like it did at S.H.I.E.L.D." Tony says, dragging Peter out of his thoughts. "No hard feelings, point break, you have a mean swing." Tony says to Thor and goes to Fury's station. "Also, means the portal can open as wide and open as long as Loki wants it to. Uh, raise the mid-mast, ship the top sails." He tells the crew and they look to him, confused. "That man is playing GALAGA!" Tony says and they look to a man in the corner of the workplace and sees nothing on his screen. "Thought we wouldn't notice. But we did." Tony says to them and looks at Fury's controls.

"How does fury see these?" He asks them. "He just turns." Peter says to him.

"That sounds exhausting, kid." Tony states to Peter and while their backs are turned, attaches a device down on the computer. "The rest of the raw materials agent Barton could get his hands on it, pretty easily." Tony says. "The only major opponent he needs is a power source powerful enough to kickstart the whole process, then." Peter says to them.

"When did you become an expert in nuclear physics?" Hill asked him, impressed.

"I was bored last night." Peter states to them. "So I looked over the notes and I was also there with Selvig and read a lot of his work. I'm pretty sure I'm the only one how did the reading."

"Does Loki need a specific power source to get it working?" Steve asks them.

"He's got to heat the cube to a hundred and twenty million Kelvin just to break through the Coulomb barrier." Bruce explains.

"Unless, Selvig has figured out how to stabilize the quantum tunneling effect." Tony states.

"Well, if he could do that he could achieve Heavy Ion Fusion at any reactor on the planet."

"Finally, someone who speaks English."

"Is that what just happened?" Steve asks.

" It's good to meet you, Dr. Banner. You're work on anti-electron collisions is unparalleled. And I'm a huge fan of the way you lose control and turn into an enormous green rage monster." Tony says to him. Bruce doesn't know what to say to that and goes with just a simple. "Thanks."

"Dr. Banner is only here to track the cube, I was hoping you would join him." Fury says to Tony.

"Let's start with that stick of his. It may be magical, but it works like a HYDRA weapon." Steve states.

"I don't know about that. But it is powered by the cube. And I'd like to know how he used it to turn the few best men I have into his personal flying monkeys." Fury states as they're all thinking the same.

"Monkeys?" Thor asks confused. "I don't understand."

"I do!" Steve says and they look to him. "I...I understood that reference." He explains to them.

"Shall we play, Doctor?" Tony asks Bruce and they leave. Peter hears gaming and turns to see the guy actually is in fact playing GALAGA.

Later, Natasha comes to Peter with a plan to learn why exactly Loki let them capture him. As of now, Peter is waiting above Loki's cell as he turns away and waits for him to look at him.

"There's not that many people who can sneak up on me." Loki says to him.

"You were expecting someone else?" Peter asks the god of mischief.

"I was hoping for at least an adult. But I suppose a child is a nice change of pace from what Fury has threatened me with. And he hopes I'd listen and cooperate." Loki suspects.

"Buddy, trust me, I'm way worse than anything Fury can threaten you with. I'm here to figure out what you did to Clint Barton."

" I've simply freed. his mind."

"And once you've won, and your the king of the mountain, what happens to him?"

"This is sweet. Your whole world you know is at stake and you bargain for the life of one man?

"Let me just state this, you're not the first psycho who thought he was the next big bad. But I'll tell you this, you're not gonna win. We're gonna stop you and your army."

"The Green Goblin, Gwen Stacy, Norman Osborn. Barton told me everything. You're responsible for death at such a young age. With so much power and you wast it. You think saving this uncle of yours will change anything? You're nothing but a child caught in the middle of a war zone. Pathetic! You lie and you cheat, in the service of lirs and killers. You pretend to be separate, to have your own code. Something to make up for the horrors. But those deaths are a part of you. And they will never go away." Loki then slams his fist against the window and Peter backs away in fear.

"I won't touch Barton. Not until I make him kill all of his loved ones, including you! Slowly, intimately, in every way he knows you fear. Just long enough to see his good work! And when he screams, I'll split his skull!" Loki states, and Peter turns away and cries.

"That's what happens when I become king of the mountain, you insignificant child." Loki states as seeing how broken he made him.

"You...you're a monster." Peter states.

"No, you brought the monster."

Peter realizes what he's here for and looks to Loki without a tear even shed.

"So, Banner. That's what you're here for." Peter finally puts all of the pieces together. If Loki got himself on his enemy base, he can tear it down from the inside. Peter quickly activated his Comlink and connects to Natasha. "Loki plans to unleash the Hulk and bring our entire base down from the inside, get to the labs." He states and turns back to Loki before leaving. "Thanks for your cooperation, crazy." Peter states and leaves the room.

Later, Peter walks back into the main room and Coulson informs him that they found Stark hacking their security and learnt about Phase 2 that even he wasn't brought up on. Later on Peter's six senses start going off when an explosion goes off in the distance and Peter looks at the damage as the whole room goes into a panic.

"It was a external detonation. Number three engine's down." Hill says and walks over to Peter. "Talk to me."

"The turbine is intact, but it's gonna be impossible for us to get out there and make repairs while we're still sky high." Peter explains to her.

"If we loose one more turbine, we won't be. Someone has to go out there and patch the engine." She says to Fury.

"Coulson, initiate Offensive lockdown and head to toe detention center armory. Parker, do what you can to fix damages from the inside and stop further damaging or sabotage." Fury states to Peter.

"I've got it." He says to him and starts working while Coulson leaves. A while later, Fury comes back in.

"Bring the carrier to a 180, heading south!" He states to the crew.

"Navigational system isn't working, we're flying blind." The wheelman states.

"Is the sun coming up?" Fury asks. "Then put it on the left. Get us over water, one more turbine goes and we drop." He states as they get to work.

Fury is tracking Hulk and Natasha as they fight through the carrier. "Hill, Parker, we need evac on the lower levels." Fury tells them and as they're going, Peter sees a grenade. "Hill!" Peter shouts and tackles her as the grenade goes off and Fury takes down the men as they enter.

Below deck, Coulson is getting a powerful weapon from the armory Peter invented from the leftover parts of the Destroyer sent down to earth several years ago.

Back upstairs, Hill, Peter and Fury are taking down the men as they keep coming in. "Sir, the Hulk and Thor are engaged in hanger 3." A Agent tells them.

"Sir, the Hulk will tear this place apart!" Hill states. Fury them gives her the right to get rid of Hulk and they send a jet to take him off the carrier. It's been a few minutes and they're still mowing them down like they're nothing. "They're not getting through here, so what the hell?" Fury asks.

Peter's senses go off and he looks to see Clint above them with an arrow. He starts shooting a few and they explode around them. Peter knows he has a better plan than this and sees he has a arrow aimed at the controls of another turbine. Peter leaps and grabs the arrow before it could reach the controls and Fury tries shooting him and he starts escaping.

Chapter Text

Coulson makes his way to Loki's cell to learn he's escaped and Thor was trapped in his cell. "The humans think us immortal. Should we test that?" Loki asks Thor and moves towards the controls of the cell to drop it. Coulson makes this moment to intervene and knocks out the guard with Loki and holds up the Destroyer cannon to Loki.

"Move away please." He tells Loki and he starts moving backwards.

"You like this?" He asks holding the Destroyer cannon. "Yeah, my kid salvaged what he could from the wreckage and built this when you sent the Destroyer down. Even I don't know what it does." He starts warming up the cannon. "You wanna find out?" He asks Loki when suddenly a sphere inpales him from behind.

"NO!" Thor shouts from the cell.

Coulson looks as the Loki he was aiming at vanishes and realizes he was tricked by Loki. He falls onto the wall and falls down with the gun still on his lap. Loki moves back to the controls and drops the cell.

At the main room of the carrier, Peter was helping keeping them in the air when he feels his senses screaming at him. He questioned why for a second before he vaguely hears a scream and realizes its Thor in the cell room. The same room Coulson was going to protect, he thinks. Before he tells anyone what's wrong, he takes off to find him.

Back in the cell room, Loki drops Thor and starts to leave. "You're gonna lose." Coulson tells him as he's dying.

"Am I?" Loki asks him.

"It's in your nature." Coulson states while blood drips onto his lips.

"Your heroes are scattered. Your flying fortresses falls from the sky. Where is my disadvantage?"

"You lack conviction."

"I don't think I-" he gets cut off when the gun goes off and blast Loki across the room and into the wall.

"So that's what it does." Coulson states.

Later, Peter finally makes it to see Coulson. He sees the blood on the wall leading to Coulson and sees he has the Destroyer. Getting out of his thoughts, he runs over to Coulson as Fury enters the room.

"I'm sorry, guys. The guy rabbited." Coulson says to them.

"Just stay awake. Eyes on me." Fury tells Coulson.

"No, I'm clocking out." Coulson tells them.

"Not an option, Coulson." Fury tells him.

"Uncle C. You're gonna be okay...you gotta be okay." Peter says while a tear goes down his cheek at seeing the last member of his family die.

"It's okay, kid. You're gonna do great things. You're parents would be proud. This was never gonna work. Unless they had something..."

Peter listens as once again he listens to the last heartbeat of a loved one.

"Agent Coulson is down." Fury said into the communications.

"Medical team is on the way." Someone says back to them.

"They're here. They confirmed it." Fury says as he sees Peter break down entirely.

Later on Fury has Steve and Tony at the table since Bruce is gone, Thor is who knows we're and Natasha is with Clint after she fought him and apparently broke him out of the trance Loki put him in. Peter has retreated to his quarters and hasn't left since.

Fury has Coulson's Captain America trading cards in his hands. "These were in Coulson's jacket. Guess he never got you to sign them." He says and tosses the cards to Steve and sees that they're slightly covered in his blood.

"Were dead in the air up here. Our communications, location of the cube, Thor. I've got nothing for you. I lost my one good eye. Maybe I had that coming. But he didn't. Neither did the person he cared about. Yes, we were going to build an arsenal with the tesseract. But I never put all of my cards on that because I was playing a different hand. There was an idea, Stark knows this, called the Avengers initiative. The idea was to bring together a group of remarkably amazing people. See if they could work together when we need them to. And fight the battles that we never could. Phil Coulson died still believing in that idea. In heroes."

Stark gets up and leaves the room. "Well, it's an old fashioned notion." Fury states to Steve.

Afterwards, Peter goes to Fury to ask him about Coulson's collectors cards that he has in his hands as of this moment. "Sir, those cards. Coulson always left them in his locker, they weren't in his jacket at all today." He states to Fury.

"They needed the push." Fury explains to him.

Peter looks out the window to see Stark flying off with a Quinjet behind him.

"They've found it. Get our communications back up. Whatever you have to break, I know you can do it." Fury states and Peter goes to do just that.

Later on, Hill decides to check on Peter after the Avengers left to bring Loki into custody after their fight. They made a story up on how they faked Coulson's death and he was now on his way to be checked on at the HUB before being sent off to Tahiti for a deserved vacation. She wasn't gonna explain how he really is dead and they're sending him to a secret base to be brought to the TAHITI project to bring him back to life.

She walks into his room and sees him and he seems better than last she saw. "You doing okay, kid?" She asks him.

"Didn't like being played like that, you know." He states to her regarding the lie of Coulson's death, since he didn't know the truth.

"We know we should've told you, but we didn't think you'd let him go through with it. We needed the team to start working together and the only thing we could do was give them a common enemy to fight. Coulson's on his way to Tahiti now, though. Asked that someone keeps their eyes on you while he's away." She explains and remembers why she's here. "Also, Fury wants to see you."

"You know what for?" Peter asks.

"He Just said to send you to meet him at the Triskellion."

Peter just lands at the Triskellion and finds Fury. "You wanted to see me, Director?" He asks Fury.

"Yes, I understand that we should've told you the plan for Coulson, but I learn you're over it." Fury says to him.

"More or less."

"Well, before all of the stuff with the Avengers started, I was planning on introducing you to someone I met before NASA. And I thought it might help keep your mind off Coulson until he returns." Fury explains to him as they walk down the halls to his office.

Peter enters to see someone waiting for them and he realizes it's a she waiting for them. She seems to be about the same age as Peter. The differences being she has long dark hair, her skins a light darker color, and she's wearing what seems to be an all white suit with a mask in her hands.

"Agent Parker, meet Ava Ayala. The White Tiger. Ava Ayala, meet Peter Parker, Agent S." Fury says, introducing them to each other. Peter walks up to Ava and shakes her hand.

"I gotta say, I've been a fan of you ever since you took down Norman Osborn in New York." Ava tells Peter. "I've been following you for a while."

"Thanks...I think. Did you say White Tiger? I thought that was a myth." Peter asks Fury.

"Sometimes myths are a reality. Thought she could use some training from my best agent." Fury explains to him.

"Wait, me? What do you mean, me? I'm your best agent?"

"The best I could get that could show her the ropes around here with Romanoff and Barton stuck with cleanup. Besides, thought It'd be good for you to have a friend around here. That isn't Fitz or Simmons."

"Wow, Fury, that was almost a compliment."

"I thought with Coulson gone, you could help her fit in around here. What do you say?"

"Well...let's see what you've got." Peter states and leave Fury's Office.

Hill moves in after they leave. "You still think we shouldn't tell him?" Hill asks Fury.

"It's better he doesn't know the truth." He states to her.

"And the real reason why you brought her here. We both know you've have something in mind ever since you learnt he had powers. This doesn't have anything to do with Project S.A. you started, is it?"

Project S.A. is a code name Fury gave out to find other enhanced people like Peter and have them join S.H.I.E.L.D. for a team name. Or the Secret Avengers as the project name explains.

"No, it has nothing to do with that." Nick lies to her as that is his intention. To build a team of enhanced separate from the spotlighted Avengers meant for secret missions for S.H.I.E.L.D.

But for now, he's going to see how this goes.

Chapter Text

"The secret is out. For decades, your organization stayed in the shadows, hiding the truth. But now we know. They're amongst us. Heroes...and monsters. The world is full of wonders. We can't explain everything we see. But our eyes are open. So what now? There are no more shadows for you to hide in. Something impossible has happened. What are you going to do about it?"

That voice was a new post from a group of hackers amongst the world known only as the Rising Tide. Peter has been assigned to trying to track them as a side mission from Fury. His main concern is training his new apprentice from a few months ago, you'd recognize her as Ava Ayala. It's been a few months since the Battle of New York and Ava has become a fast learner. She's no means close to Peter good, but she's around average agent status that Fury allows her on missions. Peter has given her the rest of the day off of training so he could focus on the Rising Tide and stop them from learning any bigger secrets than they already have.

They're recent activity has put Agent Grant Ward's mission in jeopardy, but that same recent activity also might've given away one of their contacts. He decides to brief Hill on his discovery before Ward returns.

"What does S.H.I.E.L.D. stand for, Agent Ward?" Hill asks Grant.

"Strategic Homeland, Intervention, Enforcement, And Logistics Division." Ward tells her.

"And what does that mean to you?" She asks him.

"It means someone really wanted our initials to spell out "shield." He states as a joke to her and she doesn't look amused. Probably because Peter said that joke to her before.

"It means we're the line...between the world and the much weirder world. We protect people from the news they aren't ready to hear. And when we can't do that, we keep them safe." Ward states to her and pulls a device from his pocket.

"Something turns up...like this Chitauri neural link..." he tosses it across the table to Hill and she takes it, "we get to it before someone bad does." Ward says finishing his statement. Hill hands the link to Peter and he places it in a box with a Agent ready to take it to the slingshot project.

"Any idea who Vanchat was planing to sell it to?" Hill asks Ward.

"I'm more interested in how this Rising Tide group found out about it." Ward states. "I thought they were just hackers. What changed?"

"Everything's changing. A little while ago people went to sleep thinking the craziest thing in the world was a billionaire in a flying metal suit. Then aliens fell down on New York and were beaten back by, among others, a giant green monster, a costumed hero from the 40's, and a god." Hill explains the six Avengers to Ward as Peter wonders why she left out Natasha and Clint.

"I don't think Thor's technically a god." Ward states and Peter was thinking the same thing.

"Well, you just haven't been near his arms." Hill states as she drifts off and Peter looks at her, creeped out by that statement. "The Battle of New York was the end of the world. This, now, is the new world. People are different. They have access to tech, formulas, secrets they're not ready for."

"Why was I pulled out of Paris?" Ward asks them.

"That, you'll have to talk to Agent Coulson for." Peter states to him.

"Uh, Yeah, kid, I'm clearance level 6. I know that...Agent Coulson was killed in action before the Battle of New York. Got the full report." Ward states when Coulson emerges from the dark corner of the room.

"Welcome to level 7." Coulson says as Ward stands up in shock in seeing him.

"Sorry, that corner was really dark, and I couldn't help myself. I think there might be a bulb out." Coulson states to them and Peter rolls his eyes at his uncle.

They're on their way to the main room of the HUB while Ward processes the new information. "Director Fury faked your death...to motivate the Avengers." Ward states as they leave the elevator.

"Well, the death of a common ally is a particularly effective team builder." Hill explains to him.

They get their I.D's scanned and are allowed access to secure location.

"Plus, it wasn't much of a stretch. I stopped breathing for about 40 seconds to convince even Agent S' senses." Coulson states. "Try saying that 3 times fast."

"Eight, it gets longer every time you tell it." Hill says back

"Well, you get shanked by the Asgardian Mussolini, you can tell it your way." Coulson interjected. "I was looking at the big white light, and it felt like a lot longer than eight seconds."

"Do they know? The Avengers That Fury played them?" Ward asked them.

"They're not level 7." Hill informs Ward.

"I got out of the I.C.U., Fury stuck me in a grass shack in Tahiti. Rough gig. Mai tais, Travis McGee novels, and a physical therapist whose command of English was...irrelevant." Coulson explains.

"But something put you back in the game." Ward says as they enter the main room and its playing footage of an enhanced saving a woman's life from a burning building.

"What's that?" Ward asks, seeing the footage.

"That's a superhero, Agent Ward." Coulson says.

"An unregistered gifted. Identity unknown." Hill says and pulls up the Rising Tide's footage and voices.

"Another little present from the Rising Tide." Coulson says to him.

"How are they getting this stuff before us?" Ward asks them.

"Same way they cracked our RSA implementation. They're good. But we've got better." Coulson states about Peter being able to pinpoint one of them.

"Agent Coulson has requisitioned a mobile command unit, to which you are assigned." Hill says to Ward.

"Rising Tide is trying to draw us out. I think it's time they succeed." Coulson says, walking up to Ward with a file in hand.

"And you want me to cross them off?" Ward asks him.

"Wow. No. I want to use them to get to him." Coulson says regarding the new enhanced. "This man's world is about to get really weird. He's gonna need some help."

"I'm sorry. I was trained from day one as a specialist. I go in alone, I get it done. Defusing a nuclear bomb, I'm your guy. A welcoming committee? It's not my speed." Ward explains.

"I know it's not what you want. Agent hill did a very detailed assessment of your last three missions." Coulson says as he opens up Ward's file he has on him. "Combat, top grades. Espionage, she gave you almost the same markings as Agent S. Under people skills, she drew...what I think is a poop with spikes sticking out. Again, almost the same as she did with Agent S a few years back. That's still bad, right?" He asks Ward as Hill looks annoyed.

"And given your family history, I'm surprised it's not worse." Coulson says, regarding Ward's bad relationships with his family. "But...I think your the guy for the job. And if I'm wrong, you go right back to your bombs."

The doctor that was looking over Peter, Ava and the rest of the team comes in with the results. "Team's approved. Physicals are all fine. Agent S and Agent Ayala are fit and are fit and ready for combat. A little too eager if I might add. Fitz-Simmons however aren't cleared for combat. I'm told that won't be an issue. Agent Ward here..he's almost as fit as S." He explains to them.

"That's an issue. That should be an issue." Ward states. "Maybe I can't join the team because-" "God, are you dismissed." Hill tells him, annoyed and leaves the room.

"It was a porcupine . It wasn't a poop." Hill states to Coulson.

"No, I'm pretty sure." Coulson states looking back in the file.

"And it's not just Ward. Your whole roster is sketchy." Hill explains her disbelief.

"Even Peter and Ava? Peter's been born into this life and already took down Norman Osborn a year ago. Ava has been training with Peter for the past few months and has been getting better. Besides, they're cleared." Coulson tells her.

"I would have been happy not to clear you, Phil." The doctor tells Coulson. "I'd love for you to rest up some more."

"I've had plenty of that. Thanks." Coulson states to him.

"You sure?" Hill asks him.

"You should go sometime. Tahiti. It's a magical place." He tells her.

"Three days there, I'd be begging to watch over Peter for the weekend." Hill states.

"Exactly." Coulson says and leaves to join the others.

"Tahiti. He really doesn't know, does he?" The doctor asks Hill.

"He and Peter could never know the truth. If one knows, the other is quick to discover what it is." Hill states to him regarding the TAHITI project.

Peter makes his way to a desk area and find who he's looking for. "Agent May." He says to her.

"No." She states.

"So he already briefed you, I guess." Peter states.

"I'm not getting back in the field, Peter."

"Yeah. It seems like you've got a pretty good set up here." Peter mocks looking at how quiet and boring desktop work is. "I mean, 'join S.H.I.E.L.D., have the chance to help save the lives of millions, of that doesn't suit you, there's a desk with your name on it.' Look, all we need you to drive the Bus, that's all. This isn't a combat op." Peter explains to her.

"Then why are you going?"

"Someone's gotta look after Coulson and wanted to see his Ava acts after her training."

"Come on. A job where your in charge. We'll be taking the shots, making the calls. No red tape. Speaking of which, isn't this where that make the red tape, isn't it?"

"Your both just asking me to drive the Bus?"

"What else would I want? Or Coulson? Besides, he's not asking. And it's a really nice Bus." He states as he leaves to find Coulson.

Chapter Text

Ward goes to a hanger and sees a massive cargo plane they call the Bus and enters to see Fitz-Simmons arguing over their equipment.

"Whoa, Whoa! Watch it! That's the Night-Night gun." Fitz states to Simmons.

"Well, it's on my stuff, and it doesn't work, and there's no way we're calling it the Night-Night gun." Simmons states to him.

"Why not something like, the Sleeper?" Ava asks. "That sounds like a weapon to be feared."

"Come on, Ava. They're non lethal, heavy stopping power, break up under the subcutaneous tissue." Fitz informs her.

"Oh, with a dose of only .1 microlithers of dendrotoxin." Simmons tells him. "I'm not Hermione. I can't create instant paralysis with that."

"You sound like Hermione at times." Ava jokes as she comes down the stairs and sees Ward and hears Fitz-Simmons overlapping each other and Ward drops his bag that gets their attention.

"Fitz-Simmons?" Ward asks the scientists.

"Fitz." Simmons says pointing to him.

"Simmons." Fitz says pointing to her. "I'm engineering. She's biochem." Fitz explains the pair.

"Agent Ward, right?" Ava asks him and he nods.

"You're Agent Ayala?" Ward asks surprised.

"Yeah, I get it a lot." Ava states seeing his confused face.

"Coulson said I'd need my comm reciever encoded." Ward says and hands it to them. "Don't know if you've worked with that model before." Ward says as Fitz just smashes the device.

"It's...new." Ward says seeing what he did.

"Hell repurpose the I.D.I.S. chip." Ava says. "Whatever that it, he did the same to all of ours." She explains to him.

"Don't need the external reciever for the inner-ear comms anymore." Fitz explains and gets to work on it as Simmons gets a sample of his saliva.

"Embedded sensorineural silicone matched to your DNA." Simmons explains. "It's very posh. So, you excited to be coming on our journey into mystery?" Simmons asks Ward.

"It's like Christmas." Ward says dryly and Ava can see he's not a fun guy and gets bummed out by him when she hears a car driving up and turns to see the infamous Coulson's Lola car driving next to the S.H.I.E.L.D. Jeep. She gets excited when she sees Peter in the passenger seat as Coulson and him get out.

"One of Coulson's old S.H.I.E.L.D. collectibles." Fitz says. "Flamethrowers, world's first GPS. He and Peter are mad for this crap." He explains as one of S.H.I.E.L.D.'s me walk up to the car.

"Don't touch Lola." Peter warns him and he doesn't and leaves.

"And he calls it a girls name." Fitz says happy to see Peter after everything since they haven't talked since the NASA base destruction. Coulson and Ward move upwards to the main part of the plane as Peter joins Fitz-Simmons in the lab.

"Lola's not just a collectible, you know. People tend To confuse the words new and improved." Coulson explains as they make to the main living space of the plane. "This mobile command, they were in heavy rotation back in the '90s, then we got a Helicarrier. Hey, did you hear the one about the guy who's afraid of flying?" Coulson asks trying out a joke.

"I've done a night jump into a drop zone under heavy fire, sir. I can handle it." Ward says not realizes what he was trying to do.

"It..That was a..joke. The first part of a...I'm not gonna say it now." Coulson states as Melinda May approaches them.

"If you plan to unpack, make it quick. Wheels are up in five. Peter's algorithm might've have finally got a hit on the Rising Tode"s routing points." She says and leaves.

"Was that...who I think it is?" Ward asks seeing May.

"She's just the pilot." Coulson explains.

"Agent May is just the pilot?" He asks Coulson. "And that wouldn't have to be Agent S downstairs, was it?" He asks surprised to see two of S.H.I.E.L.D's deadliest agents in the same place.

"What game ar egos really playing?" Ward asks.

"Better stow your gear." Coulson says ignoring the question as the Bus gets ready for take off as Peter intercepted another Rising Tide message.

"How will you come at us? From the air? From the ground? How will you silence us this time? How can you?" The message keeps going and they get a location on the signal.

In an parked van, Skye, a member of a Rising Tide, is sending out the message Peter is tracking. "The truth is in the wind. It's everywhere. You cannot stop the Rising Tide. You will not find us. You will never see our faces. But rest assured, we will rise against those who shield us from the truth. And nothing, nothing can stop us in the-" she gets interrupted when her door opens revealing Coulson and Ward.

"Hey, what up?" Skye says shyly as they place a sack over her head.

Later they bring her into the Bus and into the interrogation room and remove the sack.

"You guys are making a big mistake." Skye tells them.

"Really? You don't look that big." Ward states.

"Sorry for the lack of finesse. Agent Ward here has had a little history with your group, the Rising Tide." Coulson explains.

"I don't know what you're talking about." Skye says trying to cover for herself.

"Okay, there's are two ways this pans out." Ward states to Skye.

"Oh, is one of them the easy way?" She asks confidently.

"No." Ward says coldly.

"Oh." Skye understands.

"What's your name?" Coulson asks.

"Skye." She answers.

"What's your real name?" Ward asks, not believing her.

"We'll get to to that later. Right now there's another name we need a certain hero." Coulson says.

"What makes you think I know that?" Skye asks him.

"Well, you made a little mistake." Coulson says as he pulls out a file. "The phone you filmed the hooded hero with had the same cryptographic signature as a few of the Rising Tide posts."

"Yeah, was that a mistake or am I now sitting in the center of your secret headquarters?" Skye asks them and looks around the room. "What is this place? A sort of plane?" She asks. "I got inside. And by now, you discovered you can't beat the encryption on my laptop, so you've got nothing."

"We have a fairly strong coincidence, you being on the scene right before it went up in flames." Coulson says and shows the site in the files. "Want to tell me what my team is gonna fond out?"

At the site, Ava, Fitz-Simmons and May exitthe van and see where the hooded hero leaped from and they go inside to investigate the cause of the explosion.

"How did you know the hooded man was in the building?"

"Did you blow it up to draw him out?" Ward asks her.

"Did you?" Skye asks them.

"That's not our style." Coulson explains.

"I was kidnapped by your style. S.H.I.E.L.D. covered up New Mexico, Project Pegasus. Of course you'd be covering up Centipede." Skye states and noticed they're confused faces to the last one.

"Holy, no way. You don't know what that is. Billions of dollars wasted on equipment at your disposal, and I best you with a laptop I won in a bet?" She asks

"You need to think about your friend. We're not the only ones interested in people with powers." Coulson explains, as he and Fury are even to this day looking into Richard and Mary's killers since they were never caught. "We'd like to contain him, Yeah. But the other guy just might just want to exploit him, and the other guy after that might want to dissect him."

"What is Centipede?" Ward asks getting into her face.

Back at the site, the team is searching for anything useful.

"This was a lab." Simmons pieces together from what she's found. "Was this leased as a lab?" She asks May.

"Self-empowerment center." May explains. "With a top-of-the-line motion sensor security system."

"So, a top secret lab?" Ava translates from secret agent to normal.

"And a superhero. It can't just be a coincidence. So was the explosion sabotage or was it for the masked hero?" Ava asks the scientists.

"Or maybe they were just over their heads." May states.

"We're working that problem out now." Fitz says as he opens a case filled with miniaturized drones.

"If you're gonna be in the field, Agent Fitz, you have to get your hands dirty ." May informs him.

"No, I don't." Fitz says as the drones come alive and fly off. "Heigh-ho, off to work you go." He says as they start scanning everything in the environment.

"Centipede, it was chattered in the web and then vanished." Skye explains. "I traced the access-point MAC address to that building."

"What were you after?" Ward asks her.

"The truth. What are you after?" She asks back.

"World peace." He states. "You pseudo-anarchist hacker types love to stir things up. But you're never around for the fallout. People keep secrets for a reason, Skye." Ward informs her.

"Well, just because you're reasonable and...firm, doesn't mean you're not an evil, faceless government tool bag." Skye says as Ward gets up to her and she sees he towers over her.

"Just give us your guys name." Ward commands.

"He's not my guy!" Skye states.

"You understand he could be in danger right now." Coulson states.

"Then let me go. Let me talk to him alone, not the T-1000 here." She states and she swears she heard someone laughing outside the room.

"You want to be alone with him. Of course. She's a groupie." Ward says to Coulson. "All this hacking into S.H.I.E.L.D., tracking powers. She might as well be one of those sweaty cosplay girls crowding outside Stark tower."

"What?! I would...it was one time." Skye states.

Coulson calls Ward out of the room to talk.

"Is it the girl?" He asks her. "She getting under your skin or is it the assignment? Are you so anxious to get out of this assignment that you'd deliberately blow an interrogation?"

"Sir, give me a minute alone with her, you'll have your answers." Ward states as Peter walks into the computer room with them.

"Wow, that your answer for everything?" Peter asks him.

"She's an asset." Coulson states as he takes something from a container.

"She's such an...asset?" Ward asks completely confused.

"We know nothing about her." Peter explains as he shows that he found nothing about her anywhere in S.H.I.E.L.D.s database.

"Do you appreciate how often that happens? That never happens." Coulson states as he opens the case and shows a syringe with something inside it.

"We need what she knows, and that's when you come in, S." Coulson says to Peter and hands him the syringe.

"I'll get answers. I just hate doing this." Peter states.

"By the way, did you seriously have to laugh at the T-1000 joke?" Coulson asks Peter.

"It was too good not too." Peter explains and walks towards the room

Chapter Text

Back at the lab, Ava watches as the drones doing all of the work for them. "See, we designed each with their own capabilities, so some are recording the dimensions and textures of the room, some testing the matter density, radiation. I mean, one of them are basically just smelling." Simmons states as Fitz gets something.

"Oh, it looks like I've got something in something." He says.

"Who's got it?" Simmons asks him.

"Bashful." Fitz states while pointing at one of the drones as Ava walks over and finds a damaged security camera.

"It's a surveillance camera. And it looks like it was deep fried with a order with fires." She states seeing it.

"Yes, but that model has flash memory in case of blowouts." Fitz says waking over to her. "Now, I could sync that with data from the motion detectors, and with a little luck, get some images from before the blast."

"Yeah, I'm gonna need to get used to your science-y talk." Ava states to him since she didn't understand a word he just said.

"Snow's readingsome compounds that are..." Simmons says and stops when she sees something.

"Is it explosive?" May asks her.

Simmons picks up a compound that is damaged from the explosion.

"Not of this earth." Simmons explains.

Back on the Bus, Peter is giving it a shot to talking with Skye. "Okay, let's get the obvious out of the way, I'm Peter Parker. I'm the guy who tracked you down. You should be happy, took me a complete hour to trace it. Also, I'm an agent of S.H.I.E.L.D., and this," He holds up the syringe, "is a little something I call QNB-T16. It's the top-shelf martini of sodium Pentothal derivatives. Brand new and extremely potent truth drug. The effects only last about an hour than get stuck in a long nap." Peter explains and sees her get tensed up and he ejected it into himself.

"Wow. Okay, that didn't hurt. I'm sorry, that was a lie. It did hurt, my skin is almost impenetrable, except for anything that could kill me, sadly, making it almost useless. But I mask my pain when I'm around others I don't know since they'll see me as the rest of the world does, like some kid who doesn't know what he's doing." Peter states and Skye looks in shock at what he's saying. "My god! This stuff gets faster the more they fix it." Peter states to her.

"They also said for you to ask me whatever you want since you don't trust us." He explains to her and she smiles. "Just remember I'm not revealing classified information to you so you could destroy my only home."

"Have you ever killed anyone?" Skye asks, interrupting him as he seems to space out for a second. "In my years of being an agent...I got only one person killed. It was an accident, I was trying to stop a psycho billionaire from terrorizing people. It was almost half a year ago and I still haven't gotten over it." He states to her,

"And what about your family? They know what you're doing?" Skye asks him.

"My only family left is Coulson. Except for a aunt who has Alzheimer's who barley remembers me every time we talk. From what I was able to put together, the rest of my family was hunted to get to me. Because of what you're doing. Some how word got out of my powers and they stopped at nothing until I became the last Parker. What do you have to say about that, Skye?" He asks her angry and she realizes she's putting innocent people like him in trouble.

At the factory, Mike Peterson, the enhanced they are after is trying to get his job back for his son, and it isn't going well.

"My hands are tied, Mike. It's company policy." The Forman explains to him why he was fired. "You didn't meet quota, I had to let you go."

"Gary, look, I got no choice. It's just me and my boy now." Mike explains and is being forced to beginning.

"There's no openings, Mike. And even if there were, I've got a hundred guys standing in like that are just like you, only they won't start bitching when their back hurts." Forman explains.

"I was injured, but I'm stronger now. I can handle twice the load I used to."

"What are you not hearing? You don't cut it. When I say I need things moved, I expect them to be." He states and Mike shoves the equipment he stated needing to be moved and shoves it across the room.

"Like that?" Mike asks him

"Are you out of your mind?!" Gary screams as mike throws him.

"These are people, Gary. Men! Not parts you replace when they break!" Mike states as he breaks another component.

"It's not me, it's the company. I'm not the bad guy!" Gary states to him.

"Yes, you are." Mike realizes. "It's simply now, just like we used to read about. You're the bad guy. And I'm the hero." He states and swings the compound.

Later, Peter is knocked out cold on the table and Skye is talking to Coulson. "So, What did he say?" Coulson asks Skye.

"He stated that he lost his parents, and all of his family members due to some unknown people, he's been to the most exotic places in the world and you're his last family member, he's been training a rookie agent for the last few months, and bluntly states he wishes you stayed in Tahiti a little longer." She lists everything Peter said to her.

"It's a magical place." Coulson states about Tahiti.

"I think I'm liking the way you guys work." Skye says.

"What about his?" Coulson asks and shows the news report on the enhanced man.

"He remains in critical condition." The reporter states and shows the footage of man attacking the owner of his workplace. "Employees couldn't identify the attacker, but security footage confirms that this man assuaged the factory foreman before damaging thousands of dollars worth of company equipment."

"This..this is not the man I met. He was...he just needs a break." Skye shares.

"Then give him one." Coulson states as Skye hands him his ID card she swiped from him earlier.

Coulson calls the rest of the team back and shares the information. "Meet Michael Peterson, factory worker, married, one kid. Gets injured, gets laid off, wife jumps ship. Good guy, bad breaks." Coulson says to the group. "Best guess is, somebody told him they could make him strong again, make him super."

"Who has the technology to do that?" Ava asks.

"And more importantly, why would they want to?" May asks.

"Fitz, what do we have from the security footage before the blast?" Coulson asks.

Fitz shows the footage he got and all they see is a man arguing with someone in a lab coat.

"What are we seeing?" Ward asks him, confused at what he's seeing.

"Well, the man is angry at the other man." Fitz states the obvious.

"The data is very corrupt." Simmons explains.

"Yeah, like Cold War Russia corrupt." Fitz jokes. "I can't sync the time code."

"What if you had the audio?" Skye asks him. "I was running surveillance on the lab. I had my shotgun mic pointed at the window before the blast. I have the digital files in my van. I couldn't get the background noise out, but..."

"You could clean that up, can't you?" Simmons asks Fitz understanding her. "Find a sync point and use cross-field validation."

"But I can't scrub for expression patterns." Fitz says and they start overlapping each other again and come to an agreement.

"We could use it." "That would be helpful." They state.

"Your vans here. You were right, not even Peter could decrypt the files. He said he was getting close before I sent him to you." Coulson states.

"The encryption 's coupled to the GPS. Get my van back to the alley, I'm in business." Skye explains.

"Agent May will escort you. Agent Ayala, go wake your commanding officer." Coulson tells them and they do as he says.

Skye is in her van and is sending the files to the Bus. "Audio file should be coming through. It's not compressed so it should take a minute." Skye says through her phone.

Back at the Bus, Fitz gets it on his computer. "Yeah, I'm getting it." He says as it comes onto his computer. "So, when you get back, I'll show you my thing. A thing, it's not...it's my hardware. My equipment!" Fitz states trying to correct himself. "Just...hang up." He says and does so.

"So the alien metal wasn't the explosion?" Ward asks Simmons as she examine it.

"Well, I assumed from the break pattern and dispersion that it was, but it's just dripping with gamma radiation." Simmons explains as she cracks it open and some type of fluid comes spewing out.

"Now it's actually dripping!" Simmons says happily as Peter walks in with Ava.

"So, What did I get us?" Peter asks Coulson.

"Skye's sending us the rest of her decrypted files on Centipede. But we have her audio. I've loaded it up." Fitz fills him in and keeps working.

"Nice work." Coulson comments to him and Peter smiles back.

"Now, using motion estimation, Bayesian interference, a beam splitter, and a little diffraction theory, our mystery man...appears." Fitz says as a hologram projection of the footage appears.

"The explosives in the case?" Ward asks seeing one of the men have a suitcase and Fitz plays the footage.

"Please calm down. Just let me check your vitals." The doctor tells the man.

"I feel fine. I want to feel more." The second guy says and he sounds a little out of it. "Where's the doctor? Where is she?!" He screams.

"If you don't settle down, I'll have you sedated." The doctor states to him.

"Where is she?!" He screams and smashes a chair. They freeze the footage at that time.

"Wait, Fitz, did you see that on his arm?" Peter asks him.

"Yeah, I saw it, too, just hold on." Fitz says and rewinds it and they see something attached to his hand.

"What does that look like?" Coulson asks.

"A centipede." Ward states seeing it.

"A centipede attached to his arm?" Ava asked confused by it.

"It's a intravenous filter for his blood." Simmons explains to Ava. "This goo is very similar to the serum Dr. Erksin developed in the '40s for the super soldiers project. And I also ran some tests, I'm reading alien metal, gamma radiation, even the serum Norman Osborn used to turn himself into the Green Goblin. Every known source of superpowers thrown into a blender.

"We need to see the origin of the blast." Coulson tells Fitz.

"Just play it on rewind, Fitz. It should be easier." Peter tells him.

With Skye, she takes one of her memory chips and hides it on her. "That should do it." Skye tells May and closes her computer.

"Let's head back." May says when she gets ambushed by Mike and he throws her away.

"Mike, what are you doing?" Skye asks him

"Saving you. From the scary men in dark suits. And you're gonna he'll save us." Mike tells her and she sees he brought his son with him and they get in the van.

"Don't cry. Okay? Stay strong for me, Ace." Mike tells his son as he closes the doors.

"What are we?" Mike asks his son.

"We're a team." Ace answers.

"That's right." Mike says as they drive off.

Back on the Bus, they watch the explosion in reverse and see the origin came from the man himself.

They watch as he gets reassembled and watches as his skin is breaking apart and Peter recognizes it.

"Isn't that what Aldrich Killian was doing with EXTREMIS?" Peter asks Coulson.

"New and completely unstable." Coulson states.

"Poor man didn't bring an explosive, he became an explosive." Ava says.

"And Mike has the America's stuff in his system." Simmons states.

"And judging by his strength, I'd say he has more than he did." Ward says.

"So any minute now, Mike is gonna go nuclear?" Peter asks.

"He'll take out anyone in a two block radius." Simmons states.

"Well, you wanted a bomb, Ward." Coulson tells him.

They begin to get ready to stop him as Fitz-Simmons find a solution.

"Sir, he didn't explode because he was angry. The two are connected. It's kind of a chemical surge. But if you calm him down, he'll get a minute at best. He will detonate within the next few hours." Simmons explains.

"You have a solution to stop it?" Coulson asks them.

"Isolate him, get him away from people."

"Or?" Coulson asks.

"Put a bullet in his brain." Fitz says.

"If he's dead, this irradiated metabolic process will stop." Simmons explains and Coulson looks to Peter and sees his sad expression on his face and Coulson is the only one who understands why he's like that.

"You need to come up with a third option. One that doesn't involve Mike's son loosing a father." Coulson states to them.

"We have a couple of hours at best, sir. There's no way we could possibly-"

"Don't ever tell me there's no way! It's on you. Get it done." Coulson tells them and sees Ward has a long raged shooter gun when he gets a call from May.

"May, why's the problem?" Coulson asks her.

"He took Skye." May tells them.

"You all right?" Peter asks her.

"We'll deal with that later, at length." May states. "Right now, we need to figure out where they went."

Skye And Mike are currently at the union station in her van deleting Mike's information from everywhere.

"How long is this gonna take?" Mike asks her.

"This is top speed. Trust me. It's not like I'm deleting s Facebook page. I'm bypassing the license bureau's A.E.S. Protected data stream. So chill" She states to him as she continues to do so.

"How do I know you can really do this?" Mike asks her.

"Because I've done it before." She tells him as she finishes deleting everything.

Back on the Bus, Fitz-Simmons are working on multiple ways to stop Mike from exploding and they're all failing.

"No, no, no!" Fitz yells as he runs more simulations.

"Just pretend it's an exam." Jemma tries helping him out as she works on her angle.

"Exam, Okay. Don't want an F. Because an F equals a massacre." He states as something appears on his computer. Peter looks at it and immediately understands what it is.

"What is this nonsense? Why are you making nonsense?!" Jemma asks Fitz as Peter runs to find Coulson.

"This isn't me! It's noise. Someone's hacking our secure channel." Fitz tells Simmons.

"It's longitude and latitude." Peter explains as he and Coulson walk past.

"Mike took Skye. She's telling us where." He explais and they place the coordinates in and follow it as Ava goes with them.

Back at the station, Skye is hoping they got the message as Mike starts sweating and heating up.

"We'll take the nice lady with us." Mike tells Ace. "We-we can't go to the airport, so we'll take a train. And there, she'll help us start over, make a new life, a better life, like I always said."

Outside the van, the team arrives and Peter is completely covered in his uniform.

"Look at this place. You're gonna risk thousands of lives over some nobody?" Ward asks Coulson as Peter and Ava stand on either side of the two of them.

"Nobody's nobody, Ward." Coulson states as they go to the van.

"Fitz-Simmons will think of something." Peter replies as Coulson pulls out a megaphone.

"Mr. Peterson, good morning." Coulson says to the van as people walk around them. "We're not a threat. We're here to help. But you're in danger, and we need to take you in." They give him a second when Peter's senses go off and he grabs Coulson and drop to the floor. Mike takes Ace and Skye and go inside of the station.

"Okay, plan, I'll talk him down, give Fitz-Simmons time, Ava you and Coulson get the people evacuated." Peter tells them as they get back up.

"Sounds like a plan." Coulson says as he gets back up.

"Why is he suddenly calling the shots?" Ward asks.

"You gut a better plan that doesn't involve putting a bullet in his head?" Peter asks and moves to find them.

Inside the station, Mike is dragging Skye and Ace through and Skye is looking for away out when she spots a group of guys walking their way and she kicks one of them between the legs. "You're right. He is a little bitch." She says to Mike and his friends start ganging up on Mike and he starts fighting them and Skye and Ace run off.

"Ace!" Mike calls his son as one of the men hit him with a metal bar and Mike throws him. Peter looks to see the man going flying across the station.

Outside, Ava sees people in a police car exiting with a gun and is confused why they're doing that when they stated nobody was to enter.

"Where are you going?" Ava asks herself as she follows the man around back.

Inside, Peter located Ace. "Hey, get him out of here." Peter says as an agent follows him.

"I want my daddy." Ace tells Peter.

"I promise, I'll make sure he's safe." Peter tells Ace as he puts on his mask and goes after Mike.

With Mike, he's looking for Ace when Ward comes up behind him and kicks his leg and puts him into a chokehold. "Listen, the stuff inside you is unstable. It'll kill you and everyone here!" He tries explaining the situation to Mike.

"Who's gonna miss us?" Mike asks and grabs Ward and throws him over his head. Mike spits Skye trying to get out the locked doors as the officer with the gun comes in and Mike comes flying in and the man aims at Mike. Before he could shoot him, Ava comes in and uses her claws gloves to take him down.

"We told them to hold fire." Ward states as he makes it to Ava.

"I don't think he's with us." Coulson replies to him. "Peter, May, we might have a third party here. He's gonna head down to the tracks. Only take the shot if you have to, Ward." Coulson states to Ward as he walks away to be ready.

Upstairs, Mike has Skye and are looking for Ace.

"You gotta stop!" Skye states to him. "These people can help you." She explains to him.

"The men in suits? They're your buddies now?" He asks her. "Where did they take my son?!" He asks and looks down below the railing and can't see anyone. Behind him, the second officer comes up and aims at Mike and shoots and misses.

"Get down!" Mike warns Skye and moves her as he gets shot and goes flying over the railing. Skye gets up to see the officer reloading his gun to take care of her when a web comes in and stops him and the gun gets pulled from his grasp as May comes in and easily takes him down.

Peter looks to see that Mike fell down and looks towards May.

"Go, you know what to do." She tells him and Peter runs inside to the railing and leaps over it and webs the ceiling and slowly descends to the ground as Mike is trying to get up. Peter walks towards him and shows he's unarmed.

"You think that means anything?" Mike asks him looking to see at least ten S.H.I.E.L.D. agents pointing guns at him.

"I know you got men everywhere waiting to put me down." Mike states to Peter. "I know how this plays out."

"I don't." Peter replies since it's usually him who all the guns are pointed at. "All I know is that you've got poison in your system. I know it's burning you up inside. Mike, the last guy who wore that exploded." He starts explains what he does know to Mike.

"I'm not like that other guy. I'm...it matters who I am, inside. If I'm a good person, if I'm strong." Mike explains and Peter starts remembering that's exactly what Erksin told Steve Rodgers in WWll.

"I have a clear shot." Ward says through the comms. "Do you copy?"

"I know you're strong, Mike. Your son knows it. But he needs you to let us help you."

"You took him! You took my wife, my job... my house. You think this is killing me?!" He shows the centipede on his arm making his point. "All over, there's people being pushed down, being robbed. One of them tries to stand up, you gotta make an example out of him."

"You bringing this building down on us gonna solve anything?" Peter asks as Coulson and Skye come up to him and stand a bit back.

"That's a lie! All you do is lie!" Mike states smashing the stand he fell on. "You said if we worked hard...if we did right l...we have a place. You people say it was enough to be a man. But there's better than man. There's gods. And the rest of us. What are we? They're giants. We're what they step on."

"I know. I've seen giants, up close. And that privilege cost me the chance at a normal life...and nearly everyone I know. But the good ones, the real deal, they're not heroes because of what we have that we don't. It's what we decide to do with it. You're right, Mike. It does matter who you are. But even with great power, there's great responsibility."

"I could, you know." Mike states while breaking down. "Be a hero." He explains and Peter's senses go off and he knows what it means and smiles at Mike.

"I'm counting on it. Our world needs more good people doing things for no reason." Peter states as a shot comes in and shoots Mike in the head.

Jemma and Fitz appears with Ward holding the gun with the serum to help Mike and Jemma is checking to see if it worked and he's alive and okay.

S.H.I.E.L.D. men come in to transport Mike to get the rest of the help he needs.

"Subject is in stable condition." Coulson tells Hill at the HUB. "All clear at union station."

Afterwards, Skye and Coulson bring Ace to his aunts so he could stay with family while waiting for Mike to completely recover and go home to his son.

"I told him his father was coming home." Skye tells Coulson as they walk towards Lola.

"He will." Coulson says as Mike was transferred to the same facility that helped Peter control his powers before. "We have some experience with this type of thing."

"He almost blew. We almost died."

"We ave some experience with that, too."

"Don't have it all mapped out."

"True, we didn't cut off the head of the centipede. And nobody is getting anything out of the man Ayala caught. Whoever sponsored that little experiment is still out there, among other things." Coulson explains as they get inside Lola.

"It's a brave new world. And a really old car."

"Lola can keep up. What about you? Have you thought about the offer?"

"Hitching a ride in the crazy plane? I'm not exactly a team player."

"We're not exactly a team. But we're in a position to do some good. You'd be a great help. And you'd be front row center at the strangest show on earth, which is, after all, what you wanted."

"I was able to hack S.H.I.E.L.D. from my van. You're gonna show me something new?"

He doesn't answer as his cellphone rings and answers it.

"Talk to me."

"Uncle C, we've got an 0-8-4." Peter tells him trough the speaker excitedly.

"Is that confirmed?" Coulson asks him.

"They want us to go confirm it." Peter explains to them.

"What's an 0-8-4?" Skye asks him as Coulson turns engine.

"You've got exactly ten minutes to decide if you really want to know." He tells her and starts pulling some switches.

"There's no way we can make it to the airfield in..." She stops herself as she sees Lola rising into the air and starts hovering.

"The tide is rising." Coulson tells her and puts his glasses on and flies off.

Chapter Text

Skye is emptying her van and starts moving into the Bus. Once she gets everything emptied, a S.H.I.E.L.D. agent comes to take it somewhere secure for her.

"Hey, no joy rides, okay? That's my house." She informs him as he places a device on the hood and it starts the engine.

"Where do they think of this stuff?" Skye asks herself and head inside the Bus.

Upstairs, Coulson is being told of about his decision to allow Skye to join them.

"Skye? Girl's not qualified to be a S.H.I.E.L.D. Agent." Ward states to Coulson.

"Agreed. That's why I invited her on as a consultant." Coulson replies to him. "S.H.I.E.L.D. does it all the time. Technically, Stark's a consultant."

"And technically, Skye's a member of the Rising Tide. She hacked our RSA implementation." Ward explains his protest.

"Twice. From a laptop. Only other person who can do that is Peter. Imagine what she'll do with our resources."

"I am. That's exactly what I'm imagining during this frown." He exolains.

"Really. I just thought that was your regular face." Peter informs him as he passes the room they're in.

"His super hearing is seriously annoying." Ward states. "Look, you brought me on for risk assessment. She's a risk. She doesn't think like us."

"Exactly." Coulson explains to how she could help with problems they can't figure out, a mind that doesn't think like an agent.

"We have two kids on this Bus who aren't cleared for combat, and two actual kids, and you're adding a third?" May asks him.

"At least Fitz-Simmons are trained S.H.I.E.L.D. scientists, but Skye? You said this was a select team. Assembled to work new cases, to protect people. I don't see how letting some hacker tag along is going to help."

"I'm looking for an objection I haven't already anticipated." Coulson tells them both. "I'm calling this. But your frown will be on record."

"We've been called to investigate an 0-8-4. We all know what that means." Peter tells them.

"Yes, we do. It means...we don't know what that means." Coulson states and hands the file to May in where to fly them.

"Officially, it's an airborne mobile command station." Fitz tells Skye as he and Simmons show her to her bunk. "But we just call it the Bus. We find it best to use shorthand when in the field. But everything has to be just so, you know, because of the danger."

"Yeah, I've been up here before, but I didn't see much because of the bag." Skye informs them. "That anger Ward put over my head."

"Yes, so sorry about that."

"Wheels up in two. Locks it or loose it." May says through the speakers.

"What's that mean?" Skye asks them.

"It means there's no backing out now." Ava informs her.

"Let's find a bunk for our guest." Simmons tells Fitz who's holding her stuff.

"Oh, yeah, there's only one left, and it's right next to mine." Fitz says and brings her things into the bunk and leaves her

Ward comes up to her bunk and Skye has been meaning to talk to him. "Hey, I know we didn't really-" "Might wanna read that." Ward I interrupted her and hands her a manual to the Bus. "This isn't like other planes." He explains and she looks to see he's right.

"You can say that again."

"Say What again?" Coulson asks as he sees her.

"Sweet ride." Skye states.

"I earned a little goodwill from Director Fury when I got hit right before the Battle of New York ." Coulson explains.

"You took a bullet?" Skye asks.

"Ish. An Asgardian stabbed me through the heart with a Chitauri scepter. The effect was similar. Got a few weeks' RR and this plane. Had a completely refurbished. Studs up, spared no expense." Coulson says as he sits down and buckles up.

"Yeah, Agent Ward said they sent you to Tahiti."

"It's a magical place." He says as Skye sits next to him and puts her seatbelt on.

"I don't even know where we're going." Skye states to Coulson.

"Peru. That's where the 0-8-4 was reported." Peter explains from his seat across the plane.

"And an 0-8-4 is...?"

"An object of unknown origin. Kind of like you." Coulson explains to her. "Team goes in decides if it's useful or poses a threat. Last one turned out to be pretty interesting."

"What was that?"

"A hammer."

After a while, they've landed in a airfield in the jungles of Peru and drive out to a I can archaeological site. The team exits and looks around.

"Tire tracks 40 meters back. I'll check them against the sites trucks, make sure we're alone." Ward tells the team.

"Too much exposer here." May replies. "I'm gonna find a place to park." She says and gets back in the car as Fitz-Simmons grab their gear and Peter and Ava take off their masks because of the heat. Luckily, their main suits are mostly heat proof, Peter takes a note to work on their masks when he gets back.

"I would love to see a capuchin in the wild." Fitz says to them. "Maybe even a yellow-tailed woolly monkey. You know, Peru has 32 different species of monkey."

"Yeah, and close to 200 species of snakes." Simmons tells him. "The shushupe has a fasting venom. It's neurotoxic, proteolytic, and hemolytic."

"Why do you know that off the top of your head?" Ava asks Simmons.

"Trust me, that's not the weirdest." Peter tells her as they decide to walk ahead of Fitz-Simmons and find an temple.

"We should warn the people who live around here if the 0-8-4 is dangerous." Skye states as she and Coulson make it to the temple. "They're already dealing with anti-mining rebels and the shining path guerillas."

"You remember the panic when that anti-matter meteor splashed down just off the coast of Miami, nearly devoured the city?" Coulson asks her.

"No." Skye replies, never hearing about that.

"Precisely. Because we keno it quiet and contained."

"So, What am I doing?"

"Well, if it gets out, I might need you to create some kind of diversion, put the public on the wrong scent."

"So everything that I'm against."

"Yep." Coulson says and reaches the top step of the temple. "Good morning. Professor. I'm Agent Coulson with S.H.I.E.L.D. I understand you've made an interesting discovery."

"I'm not sure how to explain it. This temple dates back at least 500 years. It's filled with pre-I can artifacts. One of them is impossible and looks like it might be dangerous."

"Well, that's why we're here." Peter says as they follow the professor inside the temple. They walk though with him and see something sticking out of the wall. It's almost like a box on its corner, sticking out of the wall and is giving a blue glow from it.

"Exactly as we found it." The professor states.

"Who else knows about this?" Coulson asks him.

"Just the ministry. I believe they're the ones who contacted you." He replies and Fitz-Simmons take out their equipment.

"Sir, I need you and your team to evacuate the site until we determine the risk associated with this object." Coulson tells him as the drones begin to scan the device.

Skye is searching it everywhere she can on her tablet. "There's nothing about this anywhere. I searched every data stream. What do we have here?"

"The object's placement in fossiliferous rock formations suggests it's been here for at least 1,500 years." Simmons states. "That pre-dates this temple by a millennium. Maybe it's alien."

"Yeah, But the shape and craftsmanship, it looks...almost like German." Fitz says after one of the drones scanned the device and he looks over it.

Outside, Peter, Ava and May are watching as Ward comes up and the professor leaves.

"Tires match the prof's truck. Where's your sidearm?" He asks May.

"If I need a gun, I'll take one." May tells him and walks down the steps.

"Right. Forgot I was working with the Calvary." Ward states and Peter quickly looks to them since he knows why she's called that and why she hates that name.

"Don't ever call me that." She warns him.

"Apologies. I've heard the stories, what went down in Bahrain, about you in action. You know, it was smart of Coulson to pull you out of retirement." Ward says and keeps going on as Peter's senses go off and he learns they're not alone.

"It's nice to have a trusted friend who has your back." Ward says as Peter quickly turns and webs someone in the bushes and pulls them into the clearing and Ward grabs him. More men come out and start aiming guns at them. Ava quickly uses her claws and scratches their hands, causing the man to drop his gun and May makes work of another one and uses their guns against them. More vehicles approach and they all get ready for a fight.

"Should've taken more guns." Ward jokes as they see they're completely surrounded. They start yelling in Spanish as someone comes out of the car and Peter can tell she's the commanding officer of them and can't tell why she looks so familiar.

"Sir? We have a situation." Peter says into his comms.

"I'm on my way." Coulson says as Peter doesn't let his guard down when he exits the temple. "Buenos Dias. Soy agente Coulson. Estamos aqui por un as unto de la seguridad internacional." He says, introducing himself and who he works for in Spanish when the leader sees him.

"Philip?" She asks seeing him.

"Camilla?" Coulson asks seeing her. "Do you mind?" He asks seeing her men are aiming at his people.

"After you." She states and they all lower their weapons and Peter closes his web shooters and sees one of them struggling to get out of it.

"That's my bad." Peter says pointing to the webbed up man and Camilla's men lower their weapons and she goes up to Coulson.

"Comandante, a promotion. Congratulations." Coulson tells her.

"Three years ago. But thank you." Camilla tells him.

"Agent Melinda May, Agent Grant Ward, Agent S, Agent Ayala this is comandante Camilla Reyes. She's with the policia militar del Perú. We used to work together back In the day." Coulson explains and Peter understands its that Camilla. "Let the team know everything's okay." Coulson tells Ward and he enters the temple to do just that.

"I know you've found a strange object on Peruvian soil. We should have a conversation about how to proceed." Camilla explains why she's there.

"An 0-8-4 supersedes all national claims." Coulson warns her.

"You look good." She tells him.

"Yeah, I work out." Coulson tells her.

"Come, let me show you something." She says and pulls him away from the temple and Peter is standing there, trying to figure out what he had just witnessed.

Inside, Fitz gets some strange readings from the device. "Are you seeing this? It's alive." He says showing the data to Simmons.

"Alive alive?" Skye asks and backs away from the device.

"It has a functioning power source." Fitz explains.

"Sleepy's reading radionuclides, But they don't match any known isotope." Simmons states.

"I get temporal matches, but even then they seem to shift." Fits replies. "Is that even possible?" He asks Simmons as Skye is feeling useless.

"I'm gonna go check on Coulson." She states and leaves the scientists to do what they do.

"We've got company." Ward says as he enters the temple. "National police."

"What?" Simmons asks, confused.

"Why are they here?" Fitz asks

"They heard about the object, probably here to protect it. This area has lots of rebels uprisings." Ward says.

"Yeah, people fighting back against the government mining facilities." Skye tells them.

"How much longer?" Ward asks Fitz-Simmons.

"What's the hurry?" "Are we in danger?" They ask him.

"Not if everyone does their job. What is yours exactly?" Ward asks Skye and she doesn't answer.

Outside the temple, Coulson and Camilla are talking about what they've missed.

"The cacao is from a secret valley in Peru, very special." She says and hands him some chocolate.

"Could use some sugar." Coulson says tasting it. "You know me, Camilla, I'm a pretty simple guy."

"There was nothing simple about your last mission here."

"I had some great help."

"There isn't any chance we get to keep the device, is there?"

"It's not mine to give, but I'm sure we can find a way to resolve this respectfully in a way that-" he stops when a explosion goes off.

"Rebels." Camilla states.

"Stay close. On my six." Coulson tells her as they move in. More rebels come in and start shooting and blowing up cars.

Inside the temple, it starts shaking from the explosions.

"Sounds like they're engaging the rebels. Time to go." Ward says and moves towards the device and Fitz-Simmons pack up the drone.

"We need a containment box for the 0-8-4." Simmons tells them.

"There's no time." Ward says and pulls out the device himself. "Science class is over."

"You did not just pull that from the wall. What is the matter with you?!" Fitz says and Ward just pushes them all out.

Outside the temple, Ava is shooting the rebels who come close to her and makes her way to Coulson when gunfire blocks her and runs back to the others and sees Peter pull out a staff and looks towards Coulson.

"Tell your men to brace for impact." Coulson warns Camilla and she does.

Peter leaps down and plants the device and a small sphere flies into the air and Peter covers his face as it goes off and sends a blue light across and all the rebels fall over. They take it as their opening and run as May comes up in their car and they get in and drive. Once they're in, May makes a line straight for the Bus as the rebels chase them.

Peter uses his tablet and opens the ramp of the Bus for them as they drive up inside and stop as Coulson, Camilla and her men make it inside the Bus and close the ramp.

"Cutting it pretty close, Uncle C." Peter states to him.

"Didn't wanna leave anyone behind." Coulson explains.

"I got to say it. I miss my van." Skye tells them.

"So what was the problem with moving that?" Ward asks as nothing happened with it.

"As I was saying, this device has a high-frequency, fluctuating, sub-material complication."

"Fitz, in English." Ward states.

"The device is tesseract technology." Peter translates.

"Wait, you mean like as in HYDRA, world war 2, Captain America tesseract?" Ava asks remembering the studies she read about the tesseract during her time training with Peter.

"Exactly. And it's full of lethal amounts of gamma radiation." Fitz explains.

"Gamma, you're saying it's nuclear?" Ward asks.

"No, he's saying it's much worse." Coulson states and they all look at the bag holding the device and take a few steps back from it.

Chapter Text

Coulson is informing HQ about what they've discovered. "And the 0-8-4 is in your possession?" Someone on the radio at HQ asks.

"It's on board and contains a tesseract fuel cell, so...there's that." Coulson says into the radio.

"Copy. You are a go for check-in guidance through restricted airspace. Safe travels." They say and hang up.

"Top speed's a priority, May." Coulson tells her and she doesn't respond. "I know you didn't wanna see combat. I apologize for that. Do you need anything else before I go check on the device fueled by evil that's sitting in our cargo hold?" He asks her and she still doesn't respond.

"This was fun." Coulson says and leaves the room.

In the labs, they're looking over the device and Peter and Ava believe it's only a matter time before it blows. "Not to worry. The device is stable." Simmons tells them as the kids are hiding behind the holographic table waiting for it to blow.

"Not that it couldn't explode at any minute, especially if hit with machine-gun fire. But things like this happen from time to time when in the field, and at first, it's very unpleasant, and you regret your decision to leave the lab at all." She states.

"Are you mental? I did explain in great detail exactly what I meant using the queens bloody English!" Fitz yells to Ward as they enter the labs.

"I use normal English. Words like duck and run and might blow us to pieces." Ward states as they all start arguing.

"Well, congratulations, Agent Ward. You managed to string three words together in a sentence." Fitz mocks.

Outside the labs, Coulson comes down the steps to check on Camilla's men.

"Everyone alright?" He asks them.

"Banged up but alive." One of them say.

"But we lost a lot of men." Camilla says.

"Well make sure the rest of you get home safe." Coulson says and sees them arguing in the labs with the device.

"Are we safe? On a plane with that?" She asks him. "There's a PMP airfield in Iquitos. It's a short distance from here." She suggests to him.

"We'll burn as fast as we can for a S.H.I.E.L.D. containment facility. There's no safer place for us to go." Coulson informs her.

"Sir, if I may? You got anything to drink on here?" One of her men asks Coulson.

"Upstairs. I think you'll find it comfortable up there." Coulson tells them and they move up the stairs.

"I expect them the grand tour." Camilla tells Coulson.

"I know you do." Coulson says and enters the labs to hear them yelling and Peter covering his ears from the yelling and Ava is just waiting for the device to explode on them.

"Do we have a problem in here?" Coulson asks calmly causing everyone to go quiet.

"No, sir." Ward says. "Just working on our communication. Not everyone was prepared for a firefight."

"We go ou, didn't lose anyone, saved a few of theirs. I'd say we did all right. Anything else?" Coulson asks and Skye raises her hand.

"Yeah, I've got a small question. Because I've been feeling like the tagalong hayseed rookie, but now I get the sense that Ward doesn't know which ones Simmons and which ones Fitz, and they've seen even less gunfire than me. And those two kids are too prepared to be in a war zone, and I'm no rocket scientist, but is this you first mission together?" Skye asks.

"No. Of course not." Simmons states. "We've worked with Peter countless times."

Peter quickly raises his head form behind the table and says, "Actually, this would be the 13th time I've worked with you guys. I'm not counting the half of my childhood I've spent in the labs. And Ava's only been with us for the last few months when I was training her. Altogether, this is our second mission together." Peter explains and goes back to hiding.

"I was your first? That's sweet." Skye says, smiling.

"You're amused?" Ward asks.

"I'm terrified. I am in way over my head, but I've been on this team just as long as any of you. I mean, half of you guys don't even like each other very much." Skye states to them.

"This isn't about that. I'm a specialist. Okay, I could have eliminated the enemy threat myself if I was working alone, but I had non-combat-ready agents to protect." Ward states.

"Whoa, you work alone?" Fitz asks.

"So typical. Who do you think designs your equipment?" Simmons asks him.

"Or the polymers for your weaponry." Fitz says.

"See them proving the point I just made?" Skye asks Coulson.

"You're not wrong. We still need to iron out the kinks. But, Ward, you can speak six languages. Simmons, you have two PhDs in fields I can't pronounce. And, Fitz, you are a rocket scientist. Peter, you're one of the best agents S.H.I.E.L.D. can offer for any assignment on any of the corners of the globe. Ayala, you're a rookie Peter in the making. So work it out." Coulson says and leaves the labs.

"I'm good at stuff, too." Skye states seeing he left her out of that statement.

Later, Fitz-Simmons are working on the data they collected on the hologram table and are arguing about being dragged into field assignments.

"This swarm in the sedimentary layers suggests some sort of molten cave-in a few decades back." Simmons says and Fitz sees something.

"Yeah, this here, it's optical amplification. I think that the tesseractic everht excites plasma with an inverse population of energy levels." Fitz says.

"A laser. A ray of pure energy. We're lucky the drones didn't trigger it when we were getting taking electromagnet reading. This is a weapon, powerful enough...To melt through 50 ft of solid rock to bury itself. Imagine what it could do to a person."

"Yeah, or an airplane." Fitz states and starts searching through everything they have.

Upstairs, Peter, Ward and Ava have started reading in the lounge part of the plane. Peter is reading Orphan X, it being one of the books that Clint recommended him to read. Ward is reading Hunger Games, it being recommended by his S.O. And Ava is reading The Rosie Project as Skye comes in and sees them.

"Hunger games?" She asks as seeing Ward is reading.

"Matterhorn. One of a hundred books my S.O. gave me that I'm just getting around to." Ward states.

"S.O. means supervising officer." Ava explains to Skye and she understands now.

"Got it. Hackers have lingo, ok, but I'll pick yours up. I feel like we might've gotten off on the wrong foot. Can I get you a drink?" She asks Ward and shows a bottle from the bar.

Skye and Ward start talking and Peter's senses go off and he looks towards Camilla's men and is confused.

"Hey, you okay?" Ava looks away from her book and sees his serious face.

"Somethings not right. I don't know what's not right, but I have a feeling." Peter tries explaining not knowing what his senses are warning him about.

Upstairs in his office, Coulson is showing his collection of everything he collected over the years. "First walkie-talkie wristwatch. 1936, Poland." He states showing it to her. "They only made 20, I think. It still works."

"I forgot you're such a sentimentalist, Phillip." Camilla tells him and hands it back to him. "Romanticizing history." She states while looking around at everything.

"Yeah, most of everything is glued down." Coulson informs him. "There was an elegance to things back then. With everything around us changing so quickly, it doesn't hurt to have a few touchstones to the past. Reminds me what's important."

"The last thing I want do do is relive days gone by. A few nights, maybe." Camilla says and closes his door.

"I see what you're doing."

"I'm reminiscing. This plane is such a step up from the R.V. we used to work out of when you were stationed in Cusco. Before the crash of the Parker plane."

"I don't remember much working." Coulson states. "I also don't remember you being the direct."

Downstairs, Peter tries refocusing on his book as he sees Camilla's men haven't taken a drink all day.

"Ava, I'm gonna need to borrow that bottle." Peter tells her and she hands it to him.

"I know you have a quick metabolism and everything, but if you get caught.." Ava starts warning him but he interrupts.

"Ava, they've been through a gunfight, in the heat, you would think they'd want something to drink." Peter states and Ava starts putting the pieces together herself.

In the labs, Camilla's men surround the entrance.

Back in the office, Camilla and Coulson are still talking. "We're stuck above the clouds for the next few hours. We might as well enjoy ourselves. We could make a few more memories to add to your collection. What do you think?" Camilla asks him.

"I think...Peter already knows you'll have to eliminate May from the equation to have a chance. Which gives him about 20 seconds to get to her first." Coulson states.

Downstairs, Peter takes the bottle and Ward and Skye cover as Peter throws the bottle, taking the first man down. As for the pilot room, one of her men places a device to drill through the door and uses it to leak in a toxic gas to knock May out. Outside, Ward and Peter are working on the men.

Back in the office, Coulson throws Camilla out of the way and tries making it to the door and makes it downstairs to see Peter and Ward took care of the men and look to the camera and see they have Fitz-Simmons hostage in the labs and Coulson looks to Camilla in surprise.

"We were allies. We had history. When did you decide to throw that away?" Coulson asks Camilla.

"As soon as I saw your team. And how many different liabilities your Agent S had." She states hearing stories about Peter ever since Coulson adopted him. Coulson sees no other choice but to surrender.

As the sun rises, they're changing course of the Bus and the team is up against the ramp of the plane and May is still knocked out and they injected Peter with something that immobilized him for a while. Upstairs, Coulson is taking a beating form Camilla's men.

"The reason I'm still alive is because you need me to verify the change of routes for your pilot when HQ calls in any minute now." Coulson states knowing exactly what she wants.

"I'd appreciate that." Camilla tells him.

"But if I don't, S.H.I.E.L.D. will shoot this aircraft out of the sky. That'll take the 0-8-4 out of your hands. Maybe I should let them." Coulson finishes his though.

"Oh, no, I think you'll make the calls. You already handed me your plane for the life of one of your little lab rats. If I open the cargo hold, you'll lose both Peter and the girl and the rest of your team. You care too much for Peter, and such a sentimentalist for the others." Camilla states.

Down at the doors opening, the team are all tied against the doors with handcuffs on and Peter is trying to get all feeling back to his entire body.

"I gotta say, this is the quietest I've ever seen you." Ava tells Peter and all he could do was give her a hate stare not being able to turn his head or talk.

"This is my fault." Fitz states. "Should've learned Kung fu."

"It's not as easy as you'd think, and I didn't even take it." Ava replies to him. "I only took whatever Peter taught me."

"I shouldn't have pushed you into the field in the first place. You weren't ready." Simmons says to Fitz.

"It was my job to make a proper threat assessment." Ward tells them.

"This wouldn't have happened if Agent May was on the stick." Skye states. "She would have busted out some other ninja know-how and gaven Peter an edge."

"Agent May?" Fitz asks confused. "No, she transferred from administration."

"Well, I've see her work with Peter to destroy a guy, so..." Skye states and they all look towards Ward.

"You've heard of the Cavalry?" He asks them and they have.

"Everyone at the academy talks about..." "she's the Calvary?" Fitz and Simmons asks in surprise.

"What's the Calvary mean?" Ava whispering asking Peter and he uses Morse code with his eyes to say he'll explain to her later.

"I told you to never call me that." May says as she starts waking up.

"I can't believe it. We're sure to get out of here now. How do we get out of here?" Simmons asks as she sits up.

"Can't go though the doors. They're bolted, tied to the pressurization lines." May states.

"You two geniuses have nothing?" Ava asks Fitz-Simmons. "The way that Peter always talked about you two, I saw you both like a girl and boy Steven Hawkins."

"Yeah, well, it's hard to concentrate in these intense situations, Ava." Fitz tells her.

"Hey, Don't Freeze up. Take a breath, you don't have to come up with the whole solution." Ward states.

"Pieces solving a puzzle." Skye replies.

"Okay, can someone do something? Because I have a pain in my neck that I can finally feel." Peter tells them.

"Okay, give me a second." Ava says and using her shoulder push him on his back.

"You know, this works. Thanks." Peter tells her.

"You knew this was a weapon all along." Coulson states.

"But you got it first." Camilla replies. "So I had to play nice. Yes, Coulson. For once, I'm actually ahead of you. My country commissioned that weapon decades ago. After the fall of HYDRA, many scientists followed their Nazi friends to hide on this side of the world."

"German engineering." Coulson says.

"The weapon was lost during a clash in the jungle until today. With it, we'll end the rebel uprising and finally stabilize my country." Camilla explains her plans for the device to him.

"You mean you're gonna rule your country." Coulson corrects her since it's only a matter of time.

"You stay in your borders. I'll stay in mine."

"Those borders are disappearing. Aliens descended on New York, remember? They don't care whose colors you wear. They just care who's in the way. We should be working together, not fighting." Coulson states to her.

Downstairs, they're still arguing with each other. "Well, that's clearly the worst idea we've heard yet." Simmons tells Skye.

"But it could work." Skye defends.

"If I had feeling in my hands, legs and basically everything below my neck, it would be so much easier. But I say we go for it, I'm stuck here for the meantime." Peter states from his place on the floor.

"Camilla's gonna kill us the minute we land, regardless, and blame it on rebels." Ward informs them. "This way, we have a fighting chance. I'll take it. What's first?"

"We can't get upstairs without going in the lab." Fitz tells them.

"And the only way to release the lab doors is from upstairs." Simmons says.

"First thing is, we're tied to the cargo door, so unless you can-" Skye stops talking as she hears something crack from behind May.

"What the hell was that?!" Fitz asks uncomfortable.

"That would be her wrist, Fitzy." Peter informs him, she being the one who taught him to do that and would try to if he could feel his hands.

Above the walkway, one of Camilla's men look at them and see that May is missing and before he can react, May grabs him and throws him over the railing and reattached her wrist. "What's next?" She asks them and they're looking in shock, all except Peter who saw it coming.

"Was It 11 years ago, now?" Camilla asks Coulson. "You swooped in with S.H.I.E.L.D. with so much confidence, so much mystery. You had 100 men at your disposal. And now..."

"Yeah, a handpicked team and my nephew and his padawan as he calls her. And yes, they're that good." Coulson defends his team knowing they're working on the problem somehow as of this moment. He just needs to keep her distracted as they work out a solution.

"Oh, Phil. You're not even aware. Your new idealism, your collectibles, your airborne man cave, surrounding yourself with a bunch of young, attractive agents, and even adopting a secondary child. You're having a midlife crisis." Camilla informs Coulson.

"More an afterlife thing, really. And I didn't necessarily adopt Ava, she's just stuck with Peter." Coulson tells her.

"And I'm not even gonna mention the red corvette." Camilla tells him and Coulson is seeing he actually might be having one.

"Her name's Lola and I've had her for years, ask Peter." Coulson tries to defend.

"Of course It is. It's textbook. You built a team so you could feel relevant, to feel needed."

"They don't need me. They need time." Coulson tells her, remembering how the Avengers came together.

"Well, Time is the one thing they currently don't have."

"No, but you have them something better. A common enemy."

In the labs, everyone has been uncuffed and Ava has taken it upon herself to just carry Peter around since he still can't move on his own and she finds it enjoyable.

"Okay, were sure, right? Everyone's sure?" Skye asks them all about the plan and they all agree to it. They hear a engine reeving and turn to see May in the car.

"You guys talk a lot." She states.

"Where have you been?" Peter asks.

They all move out of the way and May drives the car into the lab doors and they break.

Upstairs they hear it and start going to check on it when Camilla stops them.

"No, that's exactly what they want." She tells them.

Downstairs they're all getting the plan into effect by opening a way upstairs through the vents and Fitz releases one of the drones and it flies into the vents and May walks through the doors upstairs. Skye and Ward take the ropes they could find and strap them around Fitz-Simmons, Ava and Peter.

"S.H.I.E.L.D. 6-1-6, we have radar contact." HQ says into the radio. "Requesting conformation on a change in course. Over." Phil thinks weather not to respond when Camilla aims a gun to his head.

"Answer it, or they all learn what a 30,000ft drop feels like." Camilla warns him.

"Agent Coulson, are you there? You have course confirmation. You are cleared direct to the Slingshot." HQ tells him and Coulson vaguely sees the drone flying past and lands on top of the machine l

"Agent Coulson, everything all right up there? We heard you had a little dustup on the ground." Camilla keeps the gun pointed at his head and puts the radio hear his face.

"Yeah, were all good. It's gonna be blue skies from here on out." Coulson says and tightens his tied arms around the pole.

Outside the door, they're all watching as Fitz gets his part of the plan done.

"Simmons, forget what I said before. This is the moment that we'll regret." Fitz states as he feeds the energy needed for the laser to go off and it blasts a hole in the side of the plane and sends one of the men flying out. Coulson is holding on as his ties come undone and he's about to go flying out of the plane.

The doors outside unlocked for them. "The drop of cabin pressure unlocked the doors." Simmons says happily.

"I'll take care of the soldiers. You guys get to the 0-8-4." Ward says and Ava joins him.

"You, don't move." Ava tells Peter, joking.

"Oh, very funny. I'm the one who makes the quips, don't take that from me." Peter warns her. "And what about Coulson?"

"Let's hope he can handle himself." Ward states and they go in and Ward and Ava starts dodging bullets and fighting off her men.

"Find the device!" Ava states to them and they all come crawling in.

In the pilot cabin, May enters and kicks the pilot into the wheel and they start dropping quickly. Coulson saves Camilla from going out of the plane as the team retrieve the device.

"We have the device! Reel us back, Peter!" Skye yells through the wind and Peter uses all of his strength from his muscles to move his fingers to retract his webbing when a pamphlet for the plane falls in Skye's face and she gets an idea and removes the gear and takes off. Coulson moves Camilla into the computer room and ties her up with him.

"Don't want you to learn what a 30,000ft drop feels like." He states to Camilla, mockingly.

In the pilot room, May has taken out Camilla's man and she has the plane back in her control.

Skye is pulling something out of the storage and activated a lifeboat to cover the hole and Ava kicks the last guy in the face, finishing off their men.

"You're saying this actually worked?" Peter asks from the stairway.

"I read the safety pamphlet." Skye states about where to find the lifeboats.

"I think you might be the first." Ward tells her as they walk towards the bar and Coulson poors them all a drink and Ava drags Peter to the couch.

"No other way in, huh?" Coulson asks, referring to the state of his new plane. "Was just starting to warm up to this place."

"The 0-8-4 is cooling and stable." Fitz says, returning from the lab. "But we should call HQ and get it to the Slingshot as soon as possible."

Coulson looks back at Camilla and she can't believe she lost to this group of people.

"Told you they were that good." Coulson states to her.

They make it to the Slingshot and is getting the repairs done to the plane and Coulson is checking on Lola as Ava is making sure Peter's okay as he finally regains full control of his body again.

"Not a scratch. But your planes totaled." Skye states. "I hope S.H.I.E.L.D. insurance covers hijacking."

"Sure. Under incidentals." Coulson replies.

"What exactly am I signing up for?" Skye asks him.

"Like I said. Front row seat to the craziest show in earth."

"Yeah, I didn't expect the show to get this crazy this fast all for an object you're just gonna destroy."

"Slingshot is protocol. A weapon like this one is too dangerous for any person or country to have. People like Reyes would always be after it." Coulson tells her.

"What happened to her, anyway?" Skye wonders.

"She's in a S.H.I.E.L.D. detainment facility. I expect the Peruvian government will negotiate for her release. She won't spend much time in jail."

"No, what happened with you and Reyes?" She specified. "You guys totally did it back in the day, right?" She asks with a smile on her face.

"That's classified." Coulson says to her.

"Not that classified." Peter informs them and Skye laughs as Fitz-Simmons come past with drinks. Super hearing can be a curse in some incidents.

"Hey, come on, I know you don't wanna miss this, Peter." Fitz says to him and Ava helps move him, since he still can't feel his left leg completely, to the ledge of the cargo door.

"So, it'll take about 180 days to reach the sun. Now, yes, of course, it would have been faster if they'd use hydrogen-fueled APUs, but they're having fun." Fitz tells them.

"How many of those had you guys had?" Skye asks them.

"It's important when in the field to unwind from time to time." Simmons tells her.

"Yeah, especially after a hard day of everyone almost dying." Fitz says.

"Which doesn't happen every day, right?" Ava says. "It's not entirely normal...it's not daily."

"Speaking of normal whose idea was it to blow a hole on the plane?" Coulson asks them all.

"We all thought of the plan. Everyone had a part to play, sir." Ava informs him they were all in it together.

"Nice work, team." Coulson says and they hear an alert from the base.

"Oh, time for blastoff." Fitz says and they look to see Slingshot shoot a rocket with the 0-8-4 onboard flying off into space to the sun.

"I love this part of the job. Nothing exciting, nothing exploding. Just a job done." Peter tells Ava and she smiles at him and agrees.

Later when they're finishing up repairs on the plane, Fury paid Coulson and Peter a visit to figure out what exactly happened. And he's not exactly happy. But yet again, when is he?

"Really, guys? Really?" Fury asks them annoyed. "Six days? It only took you and the kid six days to take a completely renovated piece of state-of-the-art machinery and turn it onto scrap?!"

"My team acted with my authority." Coulson states to him.

"Eh, arguably." Peter states, happy to be able to completely walk without Ava by his side to catch him.

"Don't talk to me about authority. Do you know how much this plane cost?" Fury asks as he moves to the bar. "It's got a bar. A really nice bar. Talking to me about authority. You know, I have the authority to downgrade both of your asses to a Winnebago."

"We're aware of that, sir." Coulson and Peter replies at the same time.

"What did I say about doing that?" Fury asks since the two think so much alike it freaks others out at times. "Well, I want it fixed just like you found it. So don't have Fitz-Simmons going making modifications, like a damn fishtank!" Fury warns them.

"We understand completely, sir." Peter tells him.

"And the new girl, she's a risk." Fury warns them

"I know, sir. But Peter's senses haven't said anything to say she's dangerous." Coulson states and Fury starts leaving.

"How's Lola?" He asks on his way out.

"She's fine, sir." They both reply.

"Talking to me about authority." Fury mumbles as he leaves and Peter laughs and turns to Coulson.

"So, were killing the fish tank, aren't we?" Peter asks him.

"Yeah, were gonna have to kill the fish tank." Coulson replies and they leave to join the others.

Chapter Text

With the Bus back in the sky, Peter and Ava have restarted their training while Ward is training Skye on basic training.

Peter dodges Ava's round house kick and she tries punching him and Peter easily dodges it. "You know, the sad thing is, I'm not using my abilities." Peter informs her while she's trying her absolute best to lay even a claw on him.

"Just shut up and let me punch you!" Ava yells getting angry as Peter keeps dodging her every one of her attacks and just grabs her fist to stop her.

"You wanna take a break? I think if you keep sweating, you'll flood the plane." Peter states, seeing her covered in sweat from their half hour workout and how she's ready to pass out on the floor. "You're getting better though, Ava. That's at least what I tell Fury when he asks for updates." Peter informs her.

"He thinks I'm good enough to be a real agent, yet?" Ava asks her S.O.

"Not yet, but you're getting there." Peter informs her.

"Every field agent has a defining moment." Ward tells Skye. "Ask Coulson, or even Peter. When you have to make the hard call to either dedicate yourself to this or to curl up in a ball and run."

"How can you run if you're curled up in a ball?" Skye asks.

"It's my job as your S.O. to make sure you don't die before then." Ward tells her.

"So, What was yours, Agent Ward? Your defining moment." Skye asks him. "Come on, tell me, I wanna know. I could talk to Coulson about giving me some of that truth serum Peter used on himself. You could spill your heart this time."

"You mean his level 1 overshare that miraculously got you to cooperate?" Ward asks and Skye looks confused. "I hate to tell you this, it doesn't take much to get the legendary Agent S talking, rookie. There is no truth serum."

"Changing course, briefing in three." May says through the speakers.

"Looks like we're on another assignment." Peter says and they all stop what they're doing and head upstairs.

"A few minutes ago, a S.H.I.E.L.D. transport was attacked while carrying a priority red protected asset off route 76 near Sterling." Coulson explains to the team.

"Priority red? We have a priority red?" Ava asks them.

"Means if anything happens, could mean disasters for the world. But priority red was easier to remember." Peter jokes to her.

"The asset was containing physicist dr. Franklin Hall, known for his work-" Coulson was saying But is interrupted by Fitz-Simmons mumbling in sadness.

"He was our chemical kinetics advisor our second year." Fitz explains their relationship with Hall. "He's so enthusiastic about science, we just adored him." Simmons says. "We can rescue him, can't we?"

"He's one of ours, were gonna try." Coulson says.

"And the attackers?" Ward asks.

"Invisible." Coulson sates quickly and walks away.

"Wait, invisible? As in can't be seen?" Ava asks confused.

"There's another type of invisible, Tiger?" Peter asks her confused as May has them heading for the site.

At the site, they're walking towards the truck in Sterling, Colorado.

"Dr. Hall was an asset?" Skye asks them.

"One of a few select scientists S.H.I.E.L.D. has been protecting, people our enemies would love to get their hands on. We keep them hidden, keep them on the move." Coulson tells her.

"Which is why Fitz and I were so lucky to have him." Simmons says.

"We don't have him anymore." Peter says while putting his mask back on.

"Question, why do you wear that mask? Doesn't everyone know who you are?" Skye asks Peter.

"Only a few have ever seen his face, but everyone knows Agent S, not many people know Peter Parker, the agent that doesn't exist." Coulson explains to her and they see cars in trees, the giant truck on its hood.

"That's not concerning." Ava jokes and they find the driver alive.

"It was pretty scary, and I don't spook easily, boss." The driver tells them.

"Nothing in the air?" May asks him.

"Nothing over our shoulder. Thing is they knew our route. They were here waiting for us." He sates to them.

"You saying they were working for someone inside S.H.I.E.L.D.?" Coulson asks when something comes back into his mind that hasn't come up in years. S.H.I.E.L.D. is compromised. Richard's last message before his plane crashed. Ever since that day, he did everything he could to find out what that meant and had no leads for years.

"Sorry to say...it had to be." The driver says.

Around the truck, Fitz-Simmons, and Peter are scanning the area for anything.

"Fitz, what am I seeing here?" Simmons asks with glasses on her face.

"Well, I'm not wearing the full spectrum goggles I designed, so I have no idea." Fitz says and they all walk up to her and she stops them. "Wait a second." She says and grabs a handful of dust and throws it in front of her and the dust is flying around.

"That's not a normal thing. Even for our standards." Ava says confused.

"I think the electro-cystic field scanner activated some...thing." Simmons says as the dirt starts flying around and everyone dodges it from hitting them.

"Okay, can we deactivate it? Now?" Coulson asks them.

"I have to increase the density." Simmons replies and the dirt falls to the floor.

Peter looksand finds something that isn't dirt and picks it up.

"This isn't part of any of the cars." Peter states and shows it to them.

"That is what did all of this." Simmons says referring to the crash site.

"What is it?" Skye asks them.

"Something big." Coulson states to them.

Back on the Bus, Fitz is looking over the device to figure out exactly what it is and what it does.

"Either someone cracked our comm system, or dr. Hall's movements were leaked from inside S.H.I.E.L.D." Coulson tells them.

"You really think we have a mole?" May asks him.

"I think you should go through the communication logs, rule it out. We'll work the tractor tread that we found on the scene." He replies to her.

"I can to that instead of pull-ups." Skye volunteers. "I can up,lad an image of the tread pattern, check to see if there some sort of..."

"Already done." Peter tells her. "Matched to a 2010 model. Found a list of purchasers within a 500-mile radius, narrowed down to those with proper, financial problems, or propensity for risk taking." Peter says and shows it on the computer.

"Okay, there was no way what you spoke just now was English." Ava tells him, not understanding a word he said.

"Anyway, I got us three different subjects. Who may have sold their construction equipment to the kidnappers." Peter finishes.

"We'll stater asking around." Coulson says and starts to leave.

"Hey, so, Ward said a funny thing. He said you guys don't have a truth serum." Skye asks Coulson.

"Did he? Ward said that?" Coulson asks her. "Interesting." Coulson says and leaves when May hands her a load of documents.

"You want me to brunch press this?" Skye asks her.

"Read it. Every communication out of HQ since they decided to move Hall." May explains and leaves with Coulson.

Coulson starts using the computer to look into Peter's hunch when May joins him.

"You come to socialize or help?" He asks her.

"You want there to be a mole, don't you?" She asks him, ignoring his question.

"Why would I want that?" He asks.

"S.H.I.E.L.D. is compromised." She tells him and Coulson knows she was told about the message from Richard years ago. "You want this to be about who murdered them, to figure out why Richard and Mary had to die. What they learnt that was such a big of a threat they had to be crossed off." May states and Coulson couldn't say he wasn't thinking of it.

"My focus is finding Hall." Coulson subliminally states but May doesn't believe him one minute.

In Barnroof point, Colorado, a man riding a horse comes down a path where Coulson is waiting for him. "Excuse me."

"Who the hell are you?" He asks Coulson.

"A concerned citizen who happens to be a member of a giant bureaucratic organization that's tracking your every move."

"I haven't done anything wrong."

"Of course not, but you sold your excavator to some people who did. And you're hiding out here until things cool down because you know it. I just want to know who paid you." Coulson explains as he pulls out a shotgun on Coulson.

"Paid me enough not to answer any questions like that." He states when a web gets attached to the end of his gun and to his shoulder and he gets pulled down and Peter comes in and places his leg, pinning him to the ground. "Now it feels like we're in the Old West movies you and me watch so much." Peter jokes.

"They game me money for my equipment. That's all. I never saw a face, never heard a name." The man explains to them.

"And how'd you receive the money?" Coulson asks as he points to the satchel attached to his horse.

Peter opens it and gold bars come falling out of it.

"They paid you in gold?" Coulson asks, completely confused now.

"Okay, come on, now it really feels like we're in the Old West." Peter says and looks around and back at the man. "Is there a scientist performing weather experiments somewhere?" Peter asks thinking about Back to the Future 3.

"There was no gold in that movie." Coulson states.

"Really? Didn't Doc have some somewhere in his workshop or Tannin steal any?" Peter asks.

"I'm pretty sure he didn't." Coulson replies.

"Oh, okay." Peter says and grabs the gold. "We should take this to Fitz-Simmons."

And they do exactly that and Simmons is analyzing the gold bars.

"It looks like this because it's a DORé bar. Meaning it was made at the mine rather than in a refinery." She explains. "It's only 92% pure gold. The cowboy got cheated a bit."

"Can you determine the mine based on the impurities?" Coulson asks the two of them.

"We've done that already. It's from the Daley mine in Tanzania, which is owned by...Quinn Worldwide." Fitz says and Coulson looks unsurprised.

"I'm sure you studied the C.E.O. in your chemical engineering classes or saw him on the cover of Forbes. Ian Quinn." He says and goes to tell the team the news.

In the republic of Malta, said Ian Quinn is talking to someone on the phone.

"We can't just pluck it from the ground like a potato. It needs to be extracted from the ore and enriched. I know I failed you once, but that was 14 years ago and I didn't know what I was after. You know, tell him this investment paired for that ridiculous yacht of his, and that he'll thank me at th shareholders meeting." Quinn says and hangs up his phone and moves into his laboratories where dr. Hall is tied up.

"Why is he tied up?" Quinn asks his men. "Does he look like a threat?" He asks as his men come up and untie his hands. "I'm sorry about these guys. Welcome to Malta, Frank." Quinn says to Hall and laughs. "You know, it's one thing to steal my ideas, Ian, but stealing me?" Hall asks him.

"First of all, I never stole your ideas. We've always agreed information should be free." Quinn states.

"It's amazing how much money you made off free information." Hall replies sarcastically.

"Secondly, think of this as a rescue mission, Frank. You know what happened to the last brilliant minds who were in S.H.I.E.L.D. protection. Their plane crashed 14 years ago." Quinn states, referring to the Parker deaths all those years ago. "In fact, in a moment, I think you'll be thanking me. My staff intercepted a communication about the movement of a certain asset, and when I deduced that asset was you, I couldn't pass up on the opportunity. It's a little out of my comfort zone, sure." He states and gets up and walks towards the labs tables.

"Malta. You're not completely stupid." Hall states and knows why he's here. "S.H.I.E.L.D. can't come after you here."

"Not just S.H. ..D. I am now a naturalized citizen of this fair country. Stunning beaches, beautiful tax laws, and a deep seated hatred of outside forces telling them what to do." Quinn tells him.

"Sounds like your dating profile." Hall tells him, mockingly.

"I moved my entire operation down here. Bought the old prom minister's estate. Not really my style, but they had this huge underground facility, so I figured." Quinn explains and brings a drink to Hall. "Now You've finally found a place where the watchdogs can't watch you." Hall says and takes the drink.

"Not without breaking international laws." Quinn says and they take the drink. "But more importantly, old friend, they can't touch you." Quinn informs him and places a device, similar to the one the team discovered at the crash site, down for him to see it.

"Recognize the design?" Quinn asks him as Hall inspects it. "We were barely old enough to drink when you sketched the blueprint. That's just the miniature prototype, just so you know. A theoretical machine powered by a theoretical substance. Frank, you were right." Quinn says, anonymously.

"You found it?" Hall asks in complete surprise and Quinn shows him to a container and he sees it for his own eyes...

Chapter Text

"Gravitonium. It's an extremely rare high-atomic numbered element." Fitz tells the team what he discovered within the device

"It's what's been powering the device." Simmons clarified for them. "It's so extremely rare, most people didn't believe it existed, much less the theory that any isolated positive charge would turn the flow from isotropic-"

"Guys, high school dropout here." Skye informs them, not following.

"And not all of us speak Science. How does the device work again?" Ava asks them.

"The gravitonium distorts gravity fields within themselves, causing things to act without the laws of gravity. Because it is gravity. See, those wiggly bits, when an el cried current is applied, the gravitonium solidifies." Peter explains to them.

"And those gravity fields erupt, randomly as Peter said, changing the rules of gravity around it. Now imagine what would happen to a big rig at 100 kilometers per hour. Or, well, you could just remember, 'cause we saw what happened already." Fitz says.

"And this is where things get interesting. Guess which geniuses published every theory about gravitonium and possible applications years ago?" Simmons asks.

"Dr. Franklin Hall." Skye and Ava reply.

"Not only him, but a Richard Parker." Simmons says and Peter quickly turns to her.

"My dad?" Peter asks, in shock to hearing something new about his father he never heard before.

"It would appear so, he and Dr. hall attended the university of Cambridge at the same time and were actually as it seems college buddies at the time, and they attended there the same time as Ian Quinn." Fitz replies.

"Coulson May be off on this. Quinn is a notoriously good guy. His charity endowment's something like eight billion." Skye states, confused.

"Yes, with money made from leeching the earth of its resources." Ava replies back, remembering what she read of Quinn a while back before she was introduced to Peter.

"Yes, and it looks like he dug up another resource." Simmons says.

Back at the estate, Quinn is showing the gravitonium.

"20 years, 12 mines, 6 continents, but yes, I found it." Quinn tells Hall. "And now. We get to play with it." He starts laughing and takes another drink.

"Do you remember in all our talks on orchard street the part where it's very, very dangerous?" Hall asks him.

"Everything powerful is dangerous. But I'm not gonna convince you with more talk. Talk of shares, novel prizes. No, not you. You...will just have to see it." Quinn opens up a wall to a second room where there's a human sized model of the small machine. "I built a full size generator, but I need you to tell me how to control the gravity fields." Quinn explains to him. "You could complete you and your friends life's work. I plan to do this with or without you, but I know you. I know you want it done right."

"In order to do that, I would need Richard's notes. Sadly, they went with him." Hall informs him and Quinn goes back to the labs and pulls out a box that looks like it was just pulled from the ocean with coral on it and the lock was broken off. "Pulled from the wreckage of the Parker plane that went down all those years ago, what there was of it, that is. Found this and almost all of his work in waterproof cases. This amongst other things, but that's for my employers," Quinn explains and hands him the notes for the gravitonium.

"The man's a prisoner, and it's up to us to get him out of there." Coulson tells the team that was called together after they learnt who has Hall.

"We've checked the specs. There's no way into Quinn's compound without a large S.H.I.E.L.D. strike force or a man inside. He's got neodymium laserfencing surrounding the property. And lasers is the one fear I'm not getting over." Peter explains the situation to him.

"They'll neve allow a strike force into Malta." Coulson tells him. "Plus, this weekend, Quinn worldwide got its annual shareholders gathering. We'd risk global outrage."

"But f we go in alone, S.H. .D. can't be held accountable, claim ignorance." Ava says, seeing where he's going.

"Peter's training you well." May states.

"Without a man inside, we can forget it. Unless my skin is actually laser proof." Peter says and starts thinking. "I'm...I'm not laser proof, am I?" Peter asks Fitz-Simmons and they nod their heads no. "Okay, I thought not. I'm barley bulletproof."

"If we had a monkey, we could get in. A small monkey could slip through the sensors and disable the fences power source with his adorable little hands." Fitz throws out there and Peter and Ava look confused.

"You have a trained monkey in your lab we don't know about?" Ava asks as Skye is on her phone and looks towards them. "Hey, I could get in." She tells them.

"Drop me in the hills outside of Valletta, I'll spend a few weeks establishing a cover, gathering intel." Ward offers.

"Hall doesn't have a few weeks." Coulson tells them.

"And to restate, any agent of S.H.I.E.L.D. caught on Maltese soil can be shot to death with bullets, legally." Simmons says.

"Not me. I could go in." Skye fries again and they look at her.

"Skye, this is serious." Ward tells her. "Wait. What are you saying?" Coulson asks, letting her speak up. "Well, I'm not an agent of S.H.I.E.L.D., so I can go without breaking the rules." Skye explains.

"This isn't something the Rising Tide can hack, Skye." Ward informs her.

"I have a feeling she's ahead of you, Ward." Peter says and sees her smile.

"Exactly. You said you could get in with a man inside. Fitz-Simmons love the guy and he needs help. Peter just learnt this is one of the few people who knew his parents, and they could be torturing him, or worse, making him do strength exercises." She states.

"But you don't have the background or clearance for any of this." Ward states again.

"I know. But I've got an invitation." Skye says showing her phone with the invitation up. "Well, technically it's a E-vite." She corrects herself.

Later, they're discussing her decision. Well, they've agreed to it and Ward is yet still against it. "I understand your concern, but we don't have a lot of options." Coulson explains to Ward.

"Hey, I'm impressed. She just wrangled an invitation on her phone using insider back-channel voodoo in minutes. But sending her in with no raining, you're taking a huge risk. I know Director Fury felt like he owed you after you sacrificed yourself."

"And my card collection." Coulson interrupts him, still angry about that.

"He gave you some autonomy, but Skye in a covert op?"

"Are you worried about her safety or her loyalty?"

"Both. Rising Tide is the reason she was able to get an invite. Who knows how many protocols she broke."

"That's her job. Ignore the protocol, find connections and backdoor nobody else can find. Peter thinks like an agent, not like a hacker. He follows the rules...to his liking. But I can see something else is bothering you."

Ward looks around annoyed and back to Coulson. "She's holding back, sir. She says she wants to be an agent, but she won't commit. She doesn't listen and makes jokes. How did you do it with Peter?" Ward asks, curious.

"You think he was any different? He was four years old when Romanoff started teaching him how to flex his body in ways four year olds shouldn't be know how to. But the reason he was able to do so well was because we weren't hard on him. Were you hard on her?"

"I tried playing nice, too. I need a new strategy."

"Try no strategy. Stop thinking like an operative, start thinking like a person. It worked well for Agent Barton when he taught Peter archery. Just took him to a nice, calming place and taught it to him as if Peter was his son. Try it with Skye, maybe she'll get it easier." Coulson states and leaves.

Peter and Ava are back to training while Ward is teaching Skye self defense against an armed man, this time Peter allowed Ava to use her amulet to give her an edge in training. Yet, it doesn't help her lay a finger on him. "How are you so fast?" Ava just asks him while catching her breath. "There's no secret to it, Ava. You just need to work hard, train even harder." Peter explains to her.

"You're gonna die and leave us hanging out to dry, you know that?" Ward tells Skye, getting frustrated. "You're going in with no self defense skills." He explains. "I have a few tricks up my sleeve." Skye informs him. "You need muscle memory, fundamentals, the tools to turn yourself -"

"Into a full bag of tools. Or turn into Peter?" Skye asks and looks to Peter who's drinking water. "Don't get me involved in this. I'm training my own apprentice." He informs them.

"How did you get so good at computer science without committing yourself to it?" Ward asks her. "C.S. comes naturally to me. I'm sorry I'm not naturally whatever you guys are." Skye states to them. "You think this came naturally?" Ward asks her. "I had a brother who beat me and my little brother..for nothing, for eating a piece of his birthday cake. I had to learn to protect us the way I'm trying to protect you." He explains to her. "That was my moment. You asked earlier."

"Sorry, didn't mean to push." Skye states and shows she stole the gun. "But I did manage to get this." She jokes. "Getting the gun is one thing. Pulling the trigger, that's another." Ward explains and they get back to work.

"Hey, since you rarely talk about it, what was your moment?" Ava asks Peter and sees his smile slowly drift off his face. "A moment I wish I could've changed." Peter tells her and they get called in to get the mission assignments.

"Skye will walk in the front door. The only external access point to Quinn's underground facility is from a beach cove. A two man extraction team could slip in there, but it's not easy." Coulson explains to them and hands the rest over to the tech team.

"The perimeter is surrounded by a 20ft High neodymium laser grid. Touch it, and you're toast. Dead toast." Fitz explains.

"The only way to disable the grid is to crack the system and trigger a reboot. That would give the team three seconds to cross. Of course, Quinn's too smart to allow any wireless access on his property." Coulson explains.

"That's where I come in." Skye realizes.

"Yes, working compact, holds up under X-ray." Simmons says and Fitz hands her a small makeup case.

"It's a readout. Turns green if you're in close enough proximity to a computer to gain wireless access." Fitz explains. "When it does, just drop it nearby and walk out. We'll do the rest. Easy as pie."

"Got it." Skye states. "Plan, green, drop, walk...pie." She recaps quickly and they all set off to do their thing and May stops Coulson.

"I don't want to question your orders. But this two team extraction team, it's exactly the kind of action I've been hoping to avoid." She explains to him.

"That's why you're not on it." Coulson explains.

"Specialist work is different from field work, believe me." May explains.

"It's not me, either. We need stealth, combat experience, and fast movement." He explains and faces Peter and Ava talking to each other.

"You think she's ready for real field work?" May asks, not questioning Peter.

"Hall's one of ours, and he's in trouble. I need two people to watch each other's backs. Peter makes one. Ava wants the chance to be able to prove herself. You forget, he and me saw plenty of action with the Avengers." Coulson explains and walks off.

"Then you died." May says to herself.

"All right, team, suit up." Coulson tells them.

Republic of Malta. Skye exits a cab to a giant, white mansion and enters to see hundreds of rich people around and takes a drink.

"Who are you?" One of the people ask her and she sees someone behind her. "Apologies for his manners, he knows very little English." Someone with him explains.

"Oh, that's, okay. Skye." She introduces herself and holds her hand out. "Qasim Zaghlul." He introduced himself. "Big fan. You built half of Dubai, including the Arabian blade. I love that building. It's super sci-fi. Where's your wife..."

In the Bus, Fitz-Simmons are telling her the information she needs. "Wife names Nadrah." Simmons tells her

"Nadrah?" Skye asks Qasim. "He has twin sons." She gets informed. "Staying at home with the boys?" She asks and gets into a conversation and knows she has to get back to the mission. "The pleasure is mine." She tells him and walks off. "I could get used to this, guys." Skye says. "It's like if Siri ever worked." She jokes and sees Ian Quinn talking to other investors.

"Skipper to bravo. I got eves on top dog. The eagle is landing on it." Skye informs them and walks towards Quinn. "I'm sorry, what did she just do?" Peter asks through the comms. "I'm sorry, even I don't know. I see Quinn, I'm gonna go talk to him." She explains and keeps walking through the yard towards Quinn.

"Ian Quinn. I'm your last minute party crasher." Skye explains to him and holds her hand out. "Oh. Wow. Great to meet you. This is Skye. A member of the Rising Tide." Quinn explains to his investors. "A group of hackers. I've gotten some pretty big secrets out to the public."

"I prefer "hacktivist." Skye tells them. "I'm glad to hear you've read of our site."

"I read it. We think very much alike. More freedom of information, less government infringing on everyone's rights. I'm a fan."

"That explains the invite. This is a tough party to get into."

"Not as hard to get into as the encrypted back channel you contacted us through to request the invite."

"That's sort of where I live."

"You've got to show me how you did that. I mean, if you sign on."

"Sign what, now?" She asks, now confused what he's talking about.

"I've been known to turn a few black hats into white hats, not just for vulnerability analysis, but for creative thinking." He explains to her.

"Are...are you offering me a job?"

"Well, I didn't invite you here for your pretty face. I didn't even know you had a pretty face. Yes, I want to hire you before someone else snatches you up." He explains and walks away to talk to everyone on the stage.

"Many of you shareholders have been with us for years, and I see a few new names here. But I want to thank you all for traveling so far to this beautiful country and for slumming it at Shaba tal-banar." He jokes and everyone laughs at it. "This country where we are allowed to pursue progress and profit without the stranglehold of regulations that are now chocking our world. The US government, E.U., the DRCT, S.H.I.E.L.D. These are just a few of the institutions that are guilty of halting the development of new technology for anyone...except themselves. We dare defy them with a new idea, they steal in and sweep it out from under us. But not today."

On the beach behind his mansion, Peter and Ava get off of a S.H.I.E.L.D. lifeboat and are in their suits and make their way up to the gate.

"You're all aware of what Quinn worldwide has been able to do with basic minerals, let alone uranium, plutonium, despite these unjust restrictions that weigh the scales in the other guys favor. Well, today, I'm announcing something new. An element that could balance those scales, and I mean that literally." He keeps talking and Skye sneaks off.

In the laboratory downstairs, Hall is moving the gravitonium into the full size model. "Imagine if you could control gravity, if instead of dripping for oil, it rose up to greet you. Imagine if you could move a super tankers worth of cargo with a swipe of your hand. Well,we will do this and more." Quinn's speech continues as Halllooks back at Richard's notes for information.

Peter and Ava start climbing the rock wall to reach their location. "This could've been a traumatic experience for dr. Hall. He may not be the same when you find him, Peter." Coulson says into their comms. "That means it's up to you to talk him down, Peter. Maybe you should show your face. He might recognize you look a lot like your father."

"Okay, we get it. I go in, Ava watches my back, I get him out, if needed, show my face." Peter recaps and he and Ava reach the top of the rock wall.

Back at the mansion, Skye looks around and finds a computer room and tries getting in and it's locked. "It's locked and there's no key." Skye tells them.

"Check for a keypad." Fitz tries and she looks and sees nothing on the wall. "There's nothing here. Wait, you can hack a keypad?" She asks him. "No, not over the phone." He explains, just trying to see if there was one.

"Is there a receptionist desk?" May asks her and Skye sees one. "Yeah, there's one here." She states and goes over to it. "Now what do I do?"

"What are you trying to do?" Someone asks and she turns to see Ian Quinn watching her.

"Just...looking for a pen." Skye says and grabs the pen and a piece of paper. "Gotta write down all these ideas, you know what I mean?" She asks and starts writing. "What are you really doing?" He asks her.

"All right. I'm busted. I was trying to get a glimpse in your office doors, see how things operate."

"I invite you here as a guest, you treat me like another corrupt organization, looking for trade secrets to leak online?" He asks her, surprised. "Security." He falls into his phone.

"No, no, no. Wait. It's just, with all these la-di-da people, you have to be so guarded, so careful...what you say, what secrets can reveal. And...I was hoping that you and I could be honest with one another." She explains and holds up the paper and he reads what she wrote. "Shield is listening"

—

"My office had less space and more wheels. You have a view of the ocean and the pool." Skye tells Quinn while they listen on the Bus.

"Got the dispatch leaking Hall's location." May saying looking at a tablet. "User's an alias.

"Oh, can you trace the DHCP Server?" Fitz asks her.

"Trace is running, but it'll take time. Our girl?" May asks.

"I thought she was done for, but she just sweet talked her way into Quinn's office." Simmons comments on Skye's persuading skills.

"How'd she manage that?" May questions when the signal goes dead.

"Oh, my gosh the signals gone dead." Simmons says and they realize it was on Skye's end, not theirs.

In Quinn's office, Skye has dropped her earpiece into a glass of Champagne. "That's better. I haven't felt hat someone's watching my every move feeling since I failed my drivers test." She states th Quinn.

"You want to tell me what is going on here?" Quinn asks Skye. "S.H.I.E.L.D. got to you?"

"They picked me up in LA, I helped them in a crisis, and now they want to recruit me. So I played along. Talk about inside info, I have a bunk on their plane. I've been gathering intel, biding my time until I could become useful. I thought this qualified."

"Why would they trust you with a covert operation like this?"

"Something about S.H.I.E.L.D. not breaking international laws. They had no other options, whereas I like to keep mine open."

At the cliff side, Ava and Peter are still making their way to the location when they see a warning sign of lasers. Peter checks and picks some dirt up and throws it and it hits a laser wall.

"It's still up. Better stay back unless you wanna learn what laser does to skin." Peter says and they can only wait for Skye to do her part.

"The next patrol can be here any minute." Ava states while she's keeping her eyes open.

"Skye's offline. We've lost audio and vitals." May informs them.

"Abort is not an option, but if she's compromising-" Ward states.

"She's still our only way in to get to Dr. Hall." Coulson replies.

"And were their only way out." Peter states when his sense go off and they hear security checking the perimeter and they hide out of sight.

"You're saying that they roped me in because I pose a genuine threat." Skye asks Quinn.

"Yes, and for their profile." Quinn tells her as he's looking out his window. "You're a criminal, you have a warrant somewhere. Specialized skill set." Quinn explains to her. "I try to stay humble, but fail." She tells him. "No family. I'm sorry. I didn't mean to hit a nerve, but that's what these people do." Quinn explains to her.

"S.H.I.E.L.D. they prey on fear and loneliness and desperation, and they offer a home to those who have no one else to turn to. I can offer you something better." He offers her and sees Skye's considering her options.

The guards keep looking as Peter leaps above them and Ava uses her taser claws to take out the two men and grab their guns and throw them into the laser wall. "Guys, we can't wait out here forever, where are we with getting in?" Peter asks the others.

"You can stay with us, there's no secrets, no lies, no agenda. You're free to do what you do. With no big brother watching over your shoulder." Quinn tells Skye.

"But first, you have to tell me exactly what agenda S.H.I.E.L.D. sent you in here with." He tells Skye. "Well, they wanted me to do whatever it takes to get in here." She explains as she pulls out the device and opens it and she gets a signal. "Get in here and...?" Quinn asks her.

"Bat my eyes. Get you talking." She explains and places the device down and let it do it's thing.

On the Bus, the team gets the signal. "She's done it!" Simmons says and they get to work on shutting down the security gate.

At the gate, they hear a radio say they know they're there. "We have a man down. Hostile son the east ridge." The radio says and they start getting shot at and they dodge the shots.

"Come on, Fitz, give me a rest!" Peter pleads as they avoide more shots from the men and are up against the wall, trying not to touch it.

"Okay, your window is open!" Fitz yells and they watch the wall shut down and they run through before the system reseted and once it does, they don't care about the bullets as they burn up on the laser.

"See ya, suckers!" Ava yells as they run for it towards the house.

"Okay, here's the plan. I'll look for Hall down in the labs, you go get Skye." Peter tells Ava as he closes his eye lenses again.

"Copy that, Agent S." Ava says and heads off to find her.

"No, you can't be the only angle. S.H.I.E.L.D.'s thorough enough to know about me and my exploits." Quinn states to Skye. "It takes more than a pretty face to disarm me." He explains when his men come in. "Sir, we have a security breach." The guard explains the to him.

"Oh, the timing on that was perfect." Skye comments on them and Quinn picks up her makeup container and sees what it's doing and pulls a gun on her.

In the labs, Peter makes his way through and finds Hall in one of them. "Dr. Hall. Agent S, we have an exit strategy for you." Peter tells him.

"S.H.I.E.L.D.?" Hall asks him.

"Yes, sir. Let's get you out of here." Peter says and starts walking back to the door.

"I'm sorry, mr. S, I'm right where I'm supposed to be." Hall tells him and Peter looks back confused.

Peter looks at him, confused for a minute then replies, "I'll be honest, I ran thousands scenarios in my head on what could happen. I didn't consider you ever saying that." He tells Hall.

On the Bus, May was able to locate the mole and shows it to Coulson and he sees it's Hall.

"Hall leaked his location?" Coulson asks May.

Peter moves back to Hall. "Look, I don't know what Quinn promised you, but-"

"An opportunity." Hall interrupts him and Peter looks to see a giant gravitonium device. "We can't let Quinn have control of this!" Peter states to Hall.

"We can't let anyone have control over this." Hall tells Peter. "That's why I'm here. To bury it at the bottom of the ocean, with him." Hall explains his plan to Peter and the machine comes live.

"Peter,." Coulson calls in. "The leak came from-"

"Dr. Hall, I'm putting that together myself." Peter interrupts him. "All petitions, embargoes in the world couldn't stop Ian. He grows more powerful every day." Hill tells Peter. "Then I got word he found this. I'm sorry, S. I had to make a choice." Hall explains and the machine comes alive and gravity starts going haywire.

"This isn't gonna hurt."Peter says as the gets pulled into the wall.

Later Peter wakes up and he looks to see a mess of papers, desks and more. "Guys, I need to talk." Peter says.

"We lost you for a minute, kid. You good?" Coulson asks him. "Hall wanted Quinn to kidnapp him?" Ward asks, confused.

"Yeah, why would he do that?" Fitz asks.

"Quinn built a gravity generator, like the one we found at the crash site, but much bigger." Peter explains as he stands up and sees a box with his father's name on it. "Hall knew Quinn would need him to control its raw power, but hall wanted to unleash it to destroy him."

"The one we found was 2.5 centimeters in diameter. It stopped a semi." Simmons comments. "How big are you looking at?"

Peter looks for the device and then looks down to see the device and the window are across him. And that's when he realizes that he is on the ceiling without using his powers.

"It's at least 12ft." Peter tells them. "And it's definitely strong enough to take down this entire side of the beach." Peter says as he looks across the room and sees the controls. "I'll disconnect the power before things gets...crazier, I guess." Peter says as he looks to see Hall.

"They can't help you." Hall tells him as he takes a bottle from the containers. "Soon, it'll reach an exponential acceleration state." Hall says as he pulls up a chair. "I'm sorry."

"My team is here. My friend/protege is here. They're good people." Peter states as he walks closer to Hall.

"Sworn to protect all mankind?" Hall asks. "That's what I'm doing, I promise. I'm making things right." He then pours himself a drink and it goes crazy with the gravity problem and the room starts shaking. Peter goes flying across the room and his gun leaves his holder and hall catches it. Peter gets up to see that they're on the wall.

"All I had to do to get access to Quinn's lab was drop little clues, create a puzzle for him to solve." Hall says as he aims the gun at Peter. "Quinn likes to feel smart."

"So you leaked your location for him to find and bring you to him."

"He's addicted to exploiting opportunities. He never gives a thought to the friends, ecosystems, future generations left ruined in his wake." Hall explains.

Peter thinks for a minute and remembers what Coulson told him to do. "Friends like Richard Parker?" Peter asks as he pulls off his mask revealing his face to him.

Hall takes a minute to realize why he looks so familiar to him. "Oh, my god. Your Richard and Mary's kid." Hall realizes.

"That's me." Peter states to him. "I've been told you and him were good friends. Is this something he would've wanted? To turn against what S.H.I.E.L.D. stands for?" Peter asked him as the room begins to shake again.

"S.H.I.E.L.D. it's just as guilty of the same thing. Experimentation without thought of consequence!" Hall states. "Their search for an unlimited power source brought an alien invasion."

"Yeah, not their best moment." Peter replies as he steadies himself from the rooms movement.

"This element is far too powerful for S.H.I.E.L.D., for Quinn, for anyone! But I don't have to tell you that." Quinn states. "I was the one who figured it out that you were going to be born different, you know that?" Hall asks Peter as the entire place begins to shake. "I warned them they would be targeted for someone wanting to get to you."

Skye is running away from everyone chasing her when they finally surround her and get the drop on her. Their victory is cut short when Ava comes running in and fights them off when most of them start floating. But Ava uses it to her advantage and finishes them off and gets Skye free.

"Hey, you miss me?" Ava asks her. "Come on, let's get out of here." She says and they run off.

In the labs, Peter is getting thrown around the room with Hall as gravity is getting really weird and Peter gets his gun back.

"I see the future, Peter. And it's a catastrophe." Hill tells him. "Even your father knew what this could do to people. Why can't you see it?"

"I just see people in trouble. People who need my help." Peter says as he rips the power free and sees it's not working. "Powers gotten too powerful. I need a catalyst." Peter tells himself. "Something to create a chemical reaction to the core." Peter explains to the others and looks to Hall.

"It's not too late to do the right thing. Help me stop this!" Peter begs the man.

"I am doing the right thing, a completely selfless act. I know history never celebrates what didn't happen. They'll call this a tragedy. They won't understand what I did here." Hill explains. "Killing innocent people? People who have done nothing, some trying to protect others?" Peter asks him.

"We all have to live with the choices we make. Sometimes we have to die with them, too. It happened to your parents."

"You made a call in a difficult situation. Now I have to make one of my own." Peter says, knowing he's going to regret this. "Tell my parents I wish I got to know them." Peter asks hall as he smashes the window and Hall falls through into the gravitonium and starts getting absorbed into it and Peter shoots a web to stop him from flying as the gravity goes back to normal.

As he gets back up, he sees the machine us shutted down for good. He quickly walks over to the box with his father's name and sees it's still closed and everything is still in there.

On the Bus, Coulson is watching S.H.I.E.L.D. removing the gravitonium device. "Repeat it back to me." Coulson tells the agent on the screen.

"Deepest level of the Fridge. Unmarked vault, no access granted." The agent tells him.

"And no recorded entry. I don't want it listed. I don't want it for the Slingshot." Coulson clarifies and hangs up. "It's what Richard would've wanted." Coulson whispers to himself when he gets a knock from his door and sees Skye.

"Skye, what can I do for you?" Coulson asks her as she enters his office. "Well, while Ward is busy with something with Fitz-Simmons, I wanted to ask you something." Skye explains as it's something that's been bugging her.

"What is it?" Coulson asks. "Peter's parents. For someone who's never met them before, the kid seems to worship them. I want to know how you knew them." Skye asks.

"It's a little bit of a story. So you might wanna take a seat." Coulson tells her.

1993

Coulson was assigned to talk to a scientist who has real potential inside of S.H.I.E.L.D., Coulson was the one assigned because he and the scientist have history in the past.

He makes it to a apartment in New York, Queens and knocks on the door and someone he doesn't know answers. She's someone with glasses, dark hair. "Hi, I'm May Parker." She introduces herself to him.

"Agent Phil Coulson of S.H.I.E.L.D." Coulson introduces himself to her. "I'm here to talk to Richard Parker." He explains what he's there for when said scientist sees him in the doorway.

"Coulson?" Richard asks the agent. "Hey, Richard." Coulson smiles at his high school friend and Richard pulls him into a hug. "It's been so long. Last I saw of you, you were working to become a history teacher. And now you're an agent." Richard comments on Coulson.

"Yeah, Well, this is a special visit. How would you like a place at S.H.I.E.L.D.?" Coulson asks his friend.

After a few day of working there, Richard met another scientist who worked there. Mary Fitzpatrick. The two quickly got along easily and four years later they were married. Coulson was there as best man since he didn't have family and May brought her boyfriend, Ben who she'll marry just two years after them.

It was a normal day in the labs when an accident caused an small explosion. Luckily no one was hurt, but Fury wanted everyone checked on just to be safe. That's when Richard and Mary got the news she was pregnant with Peter.

"The rest is self explanatory." Coulson tells Skye. "Once Peter was born, they discovered he was different from other children easily. Then their plane was either hacked or hijacked, we never learnt what happened and they died. Peter made it his life work to be like them in all the possible ways." Coulson tells Skye.

"You ever wonder what the S in Agent S came from?" Coulson asks her.

"Yeah, What does it mean?" Skye asks him, wondering it ever since she heard it's his code name.

"Everyone thinks it means super, or even supreme, spectator, superior." Coulson names a few examples. "But it stands for Survivor." Coulson informs her. "Last surviving Parker. He uses that name to memorize his parents and what they sacrificed for him."

Chapter Text

A week has passed since the gravitonium incident and Peter hasn't really moved past the box of his father's work he took from Quinn's labs. Coulson has given up trying to get him away from it and decides to visit May in the cockpit.

"Maybe I should learn how to fly. It's not too late, right? I could learn." Coulson says, trying to start a conversation with May and she seems keen focused on the sky.

"What do you like best, the freedom? The view?" Coulson asks her.

"The solitude." May answers him.

"Got it, see you in Sweden." Coulson says and leaves her.

In the labs, Ward is looking over their new invention. "I only get one shot. And it has to knock a person back, as well as out." Ward tells them and Fitz has a smile on his face as he shows him the new Night-Night gun.

"Which is why we're perfecting this little beauty. .45-caliber cartridges, semi-automatic. Each mag contains eight therapeutic rounds of dendrotoxin." Fitz explains to him.

"We're gonna have this new night-Night pistol working in no time." He states and leaves.

"Are we seriously calling it that?" Ava asks as she's keeping up her training with a normal punching bag, since Peter hasn't been helping since the labs.

Coulson joins them downstairs. "You've seen Skye?" Coulson asks them.

"Not since weapons training." Ward tells him.

"Has she stopped saying bang when she pulls the trigger?" Coulson wonders.

"Mostly. Now if she could learn the difference between safety release and magazine release, we'll be making progress." Ward says as he leave upstairs.

Coulson looks and sees Ava training by herself. "I'm guessing this means Peter hasn't shown up even to help you train?" Coulson asks her.

"I've tried to talk to him, but all he says is he needs some time." Ava explains to the man.

"Why don't you just go take a break?" Coulson suggests to her and she agreed to it and leaves to shower off.

Coulson approaches the S.H.I.E.L.D. van and knocks on the window and Skye rolls it down and she has her computer with her. "What's up, Phil?" She asks him. "I'd prefer you not call me Phil." Coulson tells her.

"Okay, you're the boss...A.C." Skye says, making a new nickname for him. "Just missing my van a bit, taking a little me time."

"I want your help with something." Coulson tells her. "I'm listening." Skye says and closes her computer.

"Have you ever robbed a bank?" He asks her.

"...no." She answers, a little confused.

"An armored car?" He questions.

Now she doesn't understand where's going. "No."

"How about a casino?" He keeps asking.

"Should I be offended?" She wonders.

"Somebody's stealing millions of dollars in diamonds. They've found a way to crack the security. I want you and Peter to figure out their exploit." He explains himself.

"Peter hasn't been seen much since the whole...last person who actually knew his parents died." Skye states.

"I have him ready as we speak." Coulson states since Peter was eager to get his mind off it.

In Sergel's Square Stockholm, Sweden, they make their way to the train where men were taken down singlehanded.

"Yesterday, 25 men, all military, were hired by one of the largest he, brokers in the world." Coulson explains to them as they make it out the train station and enter the train. "They dressed the men in identical outfits, gave each one a randomly assigned briefcase, and sent them along 25 different routes here in Stockholm. No one knew which briefcase contained the diamonds, but they were still stolen."

"Why the Kabuki theatre?" May asks him, regarding what they were reportedly wearing.

"They we're afraid because somebody's targeting diamonds, an armored car in Milan, safe in mingle Carlo, and now this. Over 30 million total. Each theaft all had heavy security."

"If this person can teach me a few tricks, I wouldn't mind. This guy seems more skilled than me, and I don't like there being someone better at sneaking than me. Aunt Nat gets a pass." Peter states as he looks around the room. "But what about the cameras?"

"Fitz-Simmons is checking. The system was dark for an hour. They think it was hacked." Coulson responds.

"Was it the same thieves each time?" May asks Coulson. "Yes, but it was just one thief. A woman." Coulson tells her.

"My bad for assuming." Peter apologizes.

"And she did it all with her eyes closed." Coulson explains.

"Anyone I.D. her?" May asks Coulson.

"Black, athletic build, late 20s, early 30s." He tells May.

"I have a pitch, but it's outside the box." Skye states to them. "Look at my nephew, I live outside the box." Coulson tells her and Peter just looks offended.

"There are people on the world with superpowers, right? Even said Peter does. What if she has ESP or something?" Skye theorizes.

"There are no credible studies that support precognitions, telepathy, or extrasensory perception." May says and Peter now looks to her.

"Then what do you call my six senses?" Peter asks her.

May thinks for a second and realizes he's right. "My bad, he's right."

"Exactly, and this woman knew impossible things. And why close her eyes? That's either random or totally important." Skye says.

"She's right. When I close my eyes, my other senses become more focused. She could've been listening or sensing something." Peter agrees with Skye.

"Why does H.Q. want us to investigate these heists?" May asks Coulson.

"They don't, I picked this one." Coulson tells her.

"Well, I'm getting full bars down here which means if I were down here and 25 guys were in creepy red masks, you know what I would do?" Skye asks and shows her phone. "Instagram." She states and shows photos of the masked men and their surroundings.

Back on the Bus, they start reviewing all of the photos they could find. "It's just amazing. Every year, this part of the job hets easier." Coulson states as he flicks through the photos. "Between Facebook, Instagram, and Flickr, people are just surveilling themselves." Coulson mocks.

"With many different filters to choose from." Peter joins in the mocking.

"I could do this pretty well when I was hacking for the Rising Tide, but you guys tag and search in ways people never dreamed." Skye states.

"I could run facial recognition software on the photos, cross reference with anyone in our database." Peter offers to them and Coulson turns him down. "Don't need to. That's the thief." Coulson explains and zooms in on a photo.

"Her name's Akela Amador." Coulson explains to them.

"You certain?" May asks him.

"I should be. I trained her." Coulson explains and Peter looks shocked to see she's alive.

Later on they start filling the others on what it is they found and how they know her.

"Akela Amador was a S.H.I.E.L.D. Agent. Seven years ago, she lead a raid on one of Vanchat's gulags. Everyone believed she and the other two agents on the mission were killed. I had doubts, so I sent in a second team, just in case. They could a lot of carnage but couldn't confirm any of it belonged to Amador. Left the possibility of her being alive open." Coulson explains to them.

"She even hanged out with me when Coulson had to leave me places." Peter steps in.

"That's why you chose this op. When you heard about the heists." May interjects.

"There are only a few women in the world who could pull off something so impossible. Since you're here, I thought it had to be her." Coulson tells May.

"Swedish customs confirmed that Amador left the country using an alias on a Swedish passport." Ward says as he pulls up the information. "She flew into Belarus, bought a train ticket to a town called Zloda. I've also put together a list of individuals who could fence that many diamonds."

"She's has had no contact or activity from anyone on this list." Peter states.

"Maybe she's saving them for a rainy day, buying something special for herself." Ava jokes.

"Okay, we need to talk about your proximity to me from now on if you're gonna start cracking jokes." Peter informs her.

"Let's focus on finding Amador." Coulson tells them. "Contact Belarus authorities. Find us a safe place to park the Bus. Put together a list of ins, hotels, and pensions near Zloda. There can't be that many of them."

"She was smart, intelligent, fearless, What's she doing stealing diamonds?" Peter asks Coulson.

"We'll find out when we find her." Coulson tells him and they get to work locating her.

They get a plan together once they've reached Zloda and are all crammed into one van and are driving to a location. "This is exciting. I've dreamed of visiting Zloda since I was a schoolgirl." Simmons tells them.

"Zloda, Belarus? A dream come true, really?" Fitz asks her.

"It's the birthplace of Nobel physicist Zhores Alferov. I mean, technically, he's from Vitebsk, but that's less than an hour from here, and I'm a bit disappointed you didn't know that." Simmons states and they start eating into an argument.

"Do you know how to make them stop?" Ava whispers to Peter.

"I've been trying for about five years, I'll let you know when I crack this safe." Peter tells her.

"Our first and only other time in the field wasn't exactly a picnic, was it?" Fitz asks them all.

"You guys are only here to search for Amador electronically." Coulson reassures him. "You guys won't need to leave the van."

"Bus to short Bus." May calls in from the radio. "Go fro Short Bus." Ward replies.

"Next time, I'll decide what we call ourselves, okay?" Coulson states, hating the name. "No argument here." Peter replies to him.

"H.Q. is requesting an update, I told them we're tracking a potential suspect." May explains to them.

"I owe you one." Coulson tells her.

"More like three." She states and hangs up.

They make it to a clearing and park the van. "Of Amador's here, shell have to contact her buyer." Coulson tells them and gets ready to head out. "Scan for cellphone transmissions, encrypted emails, anomalous broadcasts signatures. Call us if you find anything that indicates her presence." He states and Peter is going with them.

"Maintain radio silence unless you really need help." Ward tells them and goes with them.

"What exactly defines needing help?" Fitz asks but Ward doesn't reply and leaves.

Coulson, Peter and Ward walk into town to check on some of the locations where Amador could possibly be hiding. "I can only imagine how painful this must one for you, sir. Betrayed by someone you trained and believed in." Ward states to them.

"We don't have all of the facts yet." Peter states, not believing Amador's doing this by herself.

"Sure, but I have to assume the worst, that Amador sold out the other two agents on her mission. Wonder what she got in exchange." Ward explains his suspicions.

"I don't know, big until we do, like Peter said, don't assume anything until you have facts." Coulson tells him and they finally reach the town.

In the van, Ava wishes she went with. "There's barely electricity in this town." Simmons states as she and Fitz get to work on locating her buyers. "It can't be that hard to find our mystery woman."

"Unless she already knows we're here." Skye states to them.

"You're not suggesting some sort of precognition or telepathy, because only person on this planet who can do something like that, and even still has limitations, is Peter." Simmons informs her.

"Well, not too long ago, I would have dumped ESP in the aliens are for crazy people file. But now...and also the fact that she wears some rock that gives her animal instincts." Skye states and points to Ava.

"It's an amulet, not a rock." Ava corrects Skye as they finally get connected to a server.

"Finally, were in." Fitz states and does his thing.

Back in the town, Coulson has a talk with one of the people if they've seen anyone who fits the description and get nothing. They were just walking around when Ward's phone rings and he answers. "Did you locate Amador?" He asks them.

"What?" Skye asks, confused since that's not why she called. "No, not yet. But we've found a broadcast with some weird signal encrypted into it." She explains.

"You think Amador might be communicating on that signal?"

"Maybe, but I called with an equally pressing question for you, my S.O." Skye says and Ava can't believe there asking it. "What are we supposed to do wit we have to use the bathroom?"

"You broke protocol because you need a bathroom break?" Ward asks them.

"It was a seriously long drive, and everyone's nervous." Skye defends breaking protocol.

"There a container on the bottom of the blue chest." Ward states and Peter is trying to figure out...oh.

They then search through the chest and find something at the bottom and...it's a water bottle.

"Please don't tell me you're talking about the bottle." Ava says into the phone. "Because I've never done the whole camping thing, and I'm NOT DOING THIS." Ava warns them.

"Agent S, Coulson and I are trying to find a dangerous criminal. If there's nothing else..." Ward states, ready for this convention to end.

"One last thing, Fitz wants to know if you packed some snacks?" Skye asks but Ward doesn't answer and just hangs up. They then make it to a hotel where she's been spotted.

"Dobryy den." Coulson says to the woman working the counter.

"Good afternoon." She greets to them.

"I'm Agent Coulson. These are is agents S and Ward." Coulson greets them to her. "We're looking for this young woman." Coulson explains while taking the picture of Amador.

"Oh, she's my angel." The counter woman states to them with a smile.

"What's that mean?" Peter asks her, not understanding.

"She has gift. She knows things. She told me to go to doctor. He found a tumor. I'm having surgery next week." She explains to them and they're completely confused. "This girl saved me."

Back at the van, Fitz-Simmons are working on the signal and is getting nothing except tv signal. "I can't stabilize it. There's an encrypted local signal competing." Fitz states.

"Mirror it over. I've a couple of Rising Tide exploits that could help." Skye offers and Fitz does as she asks. It only took her a quick minute until she was able to stabilize it easily. "And you're welcome." Skye states to them.

"It's very important that we talk with her." Coulson tells the counter woman.

"With her gift, I'm sure she knows you're coming." She tells them and that's when Peter's senses go off. Except it's not to warn him about them. The others are in danger.

In the van they're watch the footage and see it come to a stop at a white van. "Russian tv is really boring." Skye jokes when Ava realizes something about the van.

"Guys...does that van look ominously familiar?" Ava asks them, when the screen changes into some x-ray vision. In the van is four figures crouched around a corner.

"What are we looking at?" Skye asks as Ava stands up and sees one of the figures on the screen copying her.

"We're looking at ourselves." Simmons realizes when the camera zooms in on them and they realize they're being rammed. Seconds later, the van gets hit and sends them flying.

"Let's get out of here!" Skye says and moves to the front of the van to drive. She tries reaching for the pedals and she's not tall enough. "Stupid tall people. Call Coulson, get the gun." She tells them and Simmons passes the gun while Ava looks for her amulet to have her strength.

"Safety off." Skye says and accidentally hits the safety release and drops the mag on her lap as Amador comes in for another hit and sends the van tumbling.

Chapter Text

They all return to the Bus with some minor bruising but no life threatening injuries after the crash that occurred earlier.

"Sir, Amador attacked you and your people. Whatever regard you hold for her isn't reciprocated." Ward states to Coulson. "She just kicked us in the teeth."

"How's the team?" Coulson asks Peter.

"A little shaken, but nothing broken." Peter is happy to say.

"It might take our people some time before they could refocus now." Ward states to him when Skye approaches them. "I think I can recover the data signature of that encrypted broadcast. I don't understand it yet, but that's how she was watching us." Skye explains to them.

"I'll give you a hand." Peter offers his help. "Maybe we can start watching what she's seeing faster." He explains and they leave to get to work.

"You were saying?" Coulson asks seeing they're still focused.

After half an hour, Peter and Skye were able to get trough. "This is weird. It's the same feed that was watching us in the van. Here, I'll put it on the monitor." Says Peter and they pull it up.

"Maybe the lens broke when she rammed us." Simmons suggests but what they see in the footage is a Amador looking into a mirror.

"Are we recording this?" Coulson asks them and Peter starts recoding.

"How are we seeing this? I don't see a camera." Ava asks and states seeing only Amador.

They watch as Amador pics up a tool and the tool leans closer to the camera but also towards her eye.

"It's her eye. She's the camera." May realizes when Amador closes her eve and they see through her skull and sees her eye is a entire device wedged in her head.

"It switches to backscatter when she closes her eyes." Fitz realizes and Skye looks to Ward. "You're a robot. Can you do that?" She asks him as a joke and Peter laughs at it.

"Who has tech like this?" Ward asks anyone.

"We don't. Not like this, that small and internal." Fitz tells him. "That's at least a decade ahead of anything I've seen. Thought, now that I've seen it, I could maybe approximate it, the backscatter x-ray, a micro-transceiver that somehow doesn't fry her brain, an internal power source. All miniaturized. Honestly, it's...genius."

"We have to bring her in." Coulson tells them.

"We have to take her out." May disagrees with him. "She's a weapon. I'll call H.Q. see if we can bring a task force in to help us." She tells Coulson.

"Our team can handle this." Coulson interjects.

"I get it. You feel responsible, maybe you pushed her too hard. But she tried to kill four members of our team." May states.

"If she wanted to kill, she would've done it and gotten it over with." Peter states to Ava while watching Amador's facial muscles remembering his training with Natasha to be observant of your opponent. "Something else is going on here." He explains to her while the others argue. "She isn't doing this by herself."

They watch as she's writing something on a piece of paper. "Can I sleep?" The note reads and Peter is thinking he's right. "Why does she have to ask for permission?" Simmons asks when a message appears on the camera. "Stand by".

"She's not being watched. She's being controlled." Coulson realizes and turns back to the others. "We have to find her. We'll take shifts watching the feed. Sooner or after, she'll look at something that will clue us in on her location."

"Wait. I might have something." Peter tells them and he rewinds the feed and it shows a receipt for room service dinner at the Crown Regent Hotel.

"Nice eye, Peter." Coulson congratulates him. "We got a location. We need a way of getting her out." He tells them and Peter has an idea.

At the hotel, an hour later, Amador is woken up when her light is turned on and she looks to see May watching her. "Whoever's monitoring you, do they have audio?" May asks her.

"No. But they'll use facil recognition to determine you're a S.H.I.E.L.D. Agent." Amador informs May.

"So I don't have to introduce myself." May states.

"Did Coulson send you?" Amador asks.

"More or less." May replies since this is Peter's plan. "I'm bringing you into S.H.I.E.L.D., you'll get a fair trial, and no one else gets hurt."

"You have no idea, do you?" Amador asks her regarding the device.

"We know you receive orders." May tells her what they do know.

"Then you know that once they see you, only one of us gets to walk out of here. They built in a fail-safe." Amador tells her and May sees Peter was right about there being more than it seemed.

"Either I kill you...or they kill me." Amador tells May and this wasn't hiw they wanted this to go, but they were prepared for it when the door breaks down and Peter holds up a Night-Night gun and shoots her.

After what feels like hours for her thatAmador starts waking up in the containment room on the Bus and she sees Coulson sitting in a chair.

"Hello, Akela." Coulson greets happy that Peter accounted for the event. "You're safe now." He tells her and she sits up.

"Give it a minute. We hit you with a powerful dendrotoxin." He tells her as she's confused why they haven't killed her yet.

"There's a kills witch in my eye." Amador tells him. "Why hasn't my handler blown it yet?" She wonders out loud.

"As far as your handler knows, you fought Agent May, payout both went down, then you got up and left the building to complete your mission." Coulson tells her. "How?" She asks.

9we hijacked your feed. One of my agents is wearing a set of glasses mimicking your implant. Right now it's transmitting his point of view as if it were yours. It even has backscatter imaging." Coulson states as Skye and Ward left earlier to complete the mission with Peter behind the screen watching with Ava in the Bus in the labs.

"I get messages from my handler." Amador explains. "We're receiving those, as well." Coulson replies to her. "My agents on his way to the Todorov building, completing your mission while we disable the failsafe in your eye. I promise, they can't see you." Said Coulson as she looks to him.

"How long have they been monitoring you?" He asks.

"Years." She answers. "Why are you doing this, Coulson?" She wonders not seeing what he has to gain.

"I need to know why a proxy card is worth thirty million-"

"No, why are you doing this? Why help me?" She corrects herself and him. "Where's the I told you so?"

"That's not who I am and you know it. I'm just glad you're alive." Coulson tells her.

"Vanchat would have never caught us if I'd just done my job. I should've listened to you, trust my team the way you insisted. If I had...they might still be alive." She states while starting to tear up.

Ward parks their vehicle outside the Todorov building with Skye in the back working on keeping the charade of Ward being Amador. "I think this is some research facility, wonder what's going on to cost thirty million in cash." Ward says to Skye.

"We wireless?" Ward asks Skye and she detaches the cord from his glasses and Ward waits to complete her mission.

"How'd you manage to escape?" Coulson asks Amador while bringing her water. "I didn't escape." She explains to him. "Got caught in a crossfire, went down. Woke up in some half-assed triage bay, blind in the eye. Spent the next four years alone in a cage at the bottom of a copper mine." She explains while taking some water.

"We looked for you. Heard rumors you'd been taken to Shanxi province." Coulson tells her.

"When a team finally came, I thought it was you at first, but..they weren't S.H.I.E.L.D." She tells him remembering everything. "Who were they?"

"Don't know, even to this day, but they were organized." Amador tells him. "Took me to a clinic. I had multiple surgeries. U til one day I could see out of both eyes again. I was grateful, until I realized what they did to me. Someone watched my every move. I had no idea until the messages started appearing. Then the assignments came after. Mostly came down to stealing something, following someone, breaking into someplace. I tried ignoring them, but when I did, I'd get this pain in my head. And now when I think about my years in the cage...I miss it." She confesses because back then she didn't have to do horrible things to the world and she could sleep in peace.

"I know you're tired, but I need your help." Coulson tells her.

Skye starts getting a message on the screen and closes the footage. Location confirmed. Proceed to delta S. The message reads.

"Testing backscatter." Ward says and pushes a button on his glasses and they seem to work.

"You're good to go." Skye says and hands him the card and he leaves to figure out what's here.

"Come on, Akela. You've never spoken to or met anyone in person?" Coulson asks her. "No, only contacts are the messages I receive from the Englishman." Amador tells him and that gets Coulson's attention.

"The Englishman? You're handler? How do you know he's English?" He asks her.

"Just by the way he phrases things. Lift instead of elevator, boot instead of trunk." She explains and Coulson understands.

"What else do you know about him?" Coulson asks.

"He's late 30s, early 40s. Uses dated references, disk drive instead of flash drive. Burma instead of Myanmar."

"How's his typing?" Coulson wonders, maybe that can narrow down a few others.

"Clumsy. It's like he's taking his time with it, makes a lot of mistakes. He stops halfway through some words and continues, like he's reaching across the keyboard." Amador tells him.

"Might have a missing arm. Maybe a accident." Coulson puts together and Amador smiles.

"I forgot how good you are." She tells him and is called by Simmons.

"Sir, were ready down here." She says and Coulson knows she's talking about the surgery. Coulson gets up to leave to talk to them but stops by Ava and Peter.

"Peter, I need you and Ayala to find out who's fingers on the trigger and stop them incase Ward bets caught." Coulson tells them. "We'll get on it now." Peter says and loads up the computer to start with what she told Coulson and he leaves to talk to Fitz-Simmons.

"So he must be local to know where to bring her easily quick." Ava suggests.

"So that squares down from the four corners of the earth." Peter replies.

"You have any ideas where he could be transmitting from?" She asks while Peter pulls up a map.

"I've had a running algorithm every time Skye gets a message, we get closer to our guy." Peter tells her as they get another message and shorter range to look. "See?" Peter asks her and she's constantly impressed.

Back in the building, Ward is going past security hoping not to look at any reflective surfaces and scans his card and goes inside. "Approaching Delat 3." Ward tells Skye and moves past security and into a office and sees someone at a desk.

Skye in the car gets the message through. Target sitted. Stand by. It reads and she gets confused. "What do they mean, target?" She asks Ward.

"It's never good, especially for the target." Ward tells her while hiding from site. "Let's hope it's a knockout and not kill." He hopes.

"You should get out of there." Skye suggests and Ward isn't planning on it.

"I've already come this far, I'll finish it. No matter what." He tells her and he didn't know what the next message was. Seduce him.

Ward is now frozen to what he has to do now. "Help." Was all he says in response. "I'm just gonna knock him out." Ward states and heads towards the door.

"Ward, wait. We might need him to get through the next door." Skye tells him. "Remember, they're expecting seduce not kill."

Ward looks at the man behind the desk and can't believe he agreed to do this mission. "I don't think I'm his type."

Skye decides to help him as much as she can by zooming in to get a look at him. "Cheap haircut. 5 o'clock shadow. Nope, odds are you guys play for the same team." She states regarding what he's into.

"You're gonna have to bromance him." Skye suggests. "Talk sports, vodka, Victoria secret catalog. Be friendly, Agent Ward. Can you do friendly?" Skye wonders as Ward enters and the man gets up from his desk and starts arguing in Russian and they start talking.

"Show me your identification." He tells Ward as he starts searching his pockets for something to keep him distracted.

"How about that game last night?" Ward asks him and he doesn't reply.

"Your I.D." He tells Ward and Ward tries explaining how he left it home after meeting two girls and he doesn't even flinch.

Ward just gives up and goes to knocking him out. He then takes his card and enters the room and sees two people working and they look at him.

Ward looks around the room and sees chalkboards and equations everywhere. He keeps focusing when a he looks and sees what looks like a sorta subway map and a camera goes off on his glasses.

Mission complete. It reads and he knows it's time to leave but he's still confused to what he just did.

A blimp finally appears on Ava's handheld device of the trader while she holds onto Peter's back.

"They sent another message, we got a location." Ava tells Peter while he's driving a motorcycle down the streets, that he knows how to drive since he was ten (courtesy of Natasha) and head to the location.

"He's just a few blocks from here." Peter says seeing the location.

"Somewhere in Victory Square. One more message and we will have his precise location." Peter says while speeding up to make it before he could escape.

They make it to Victory Square and they get another ping as they get off the motorcycle.

"It says he's 20 meters from us." Ava says and they look up to see a someone with only their left hand exiting a home. He's got short blond hair, prescription glasses, looks like he's entering his 40s and it seems that his left arm is missing.

"I think we have him." Peter replies and they start head towards the man, but as soon as he sees Peter he pauses.

"Peter Parker, Agent S." He tells them and they're completely confused to how he knows Peter and his secret code name.

"How do you know who I am?" Peter asks him while getting his gun ready from under his shirt.

"I have a message for you." The man tells him and Ava also gets her gun ready. "You can't hide in the shadows forever. We will catch you. You won't be shielded forever." He tells Peter just before a flash of light goes off in his eye and he drops to the floor dead.

Peter is just standing there in shock to what he told him. The people who he was told about, the people who took down his parents plane and killed them to find him. They're still out there, and they know where to find him.

"The man was a former scientist who fell off the grid a few years ago. A dr. Curt Conners." Coulson tells everyone as Amador has the bomb out of her eye now.

"My handler was as trapped as I was." Amador states realizing the truth. "Which means the real threat is still out there." Coulson states.

"S.H.I.E.L.D. is trying to decipher what was written on that chalkboard. Nobody's never seen anything like it. Some think it's alien language, some think it's some sort of equation." Coulson tells her as Amador's ride is here.

"You'll get a fair trial, I promise." Coulson tells her. "I plan on testifying. And a few other people will gladly." Coulson explains since Peter also offered.

"Thank you." Amador tells Coulson and is taken out.

Peter is still in shock to what that man said while sitting on the couch on the living floor with Ava across from him. "Nobody, outside a handful of people know about Peter Parker and Agent S being the same guy. An even fewer number know Peter Parker even exists." Peter explains his fear to Ava.

"I was told stories about why I don't have parents for years. Some said they had to go away and couldn't contact me. It wasn't until when I was about eight, when I was told the truth. They were killed in a crash while heading to the HUB to check on some secret encoded message that went down with them. I assumed they got what they were after when they died, until today...they were after me. It's always been me. I was just a few months old at the time my parents died. But they knew I would grow up to be different. Now I know they're out there and actually know I'm a S.H.I.E.L.D. Agent, I now feel like I have to watch over my shoulder every second." Peter drones on as Ava just pulls him into a hug.

"You're not gonna be alone, Peter." Ava tells him making a promise. "You won't face this alone." She states knowing if someone tries to take Peter, they'll have to go through a dozen people before getting to him.

But the question remains is who's out there that has access to S.H.I.E.L.D. and knows who Peter is? And why do they want him so badly to be patient to wait over ten years to get him?

Chapter Text

On the Bus, Ward and Peter are playing chess, and so far Ward has the upper hand with Peter only having a pawn, castle, and a bishop along with his king.

"From here on out, every decision you've made has lead you here. I accept your surrender." Ward tells Peter, but it becomes a hollow victory when Peter moves his bishop and Ward realizes what just happened.

"Checkmate, I accept your surrender." Peter corrects the agent and he didn't realize he missed that.

"Okay, how on earth do you do that?" Ward questions since they've been playing dozens of times and Peter has been getting the upper hand every time Ward is about to win, it's starting to feel like Peter is taunting him.

"Did you forget I was trained under the Natasha Romanoff?" Peter asks since this was what his every weekend used to be like. Natasha training him to see trough his opponents moves, get inside their head and mess around with them if you can.

Coulson watches them for a minute with May when the alerts go off that there's a new mission for them. "Chan Ho Yin. Just a struggling street performer until a few years ago, when mr. Chan began to exhibit moderate pyrokinetic abilities." Coulson informs the whole group.

"So what gave him powers?" Fitz asks Coulson. "It's still under investigation. But Chan did live near the decommissioned Wan Tai nuclear plant when it caught fire." Coulson explains.

"Yeah, that sounds like the ideal place to get powers." Ava states to them and Peter agrees with her theory. "So how did we find out about him?" Simmons asks Coulson.

"Informant saw him lighting torches in a street show...with his pinkie." May explains to her. "That's probably what got S.H.I.E.L.D.'s attention." Peter replies to her.

"We told him to keep his abilities under wraps. He's been on the index ever since." Coulson explains the rest.

"The index?" Skye asks, since she never heard of this. "It's the list S.H.I.E.L.D. keeps of people and objects with powers. Me and Ava are on that same list." Peter explains to her.

"Wait, how many are there?" Skye asks since she thought Peter and Ava were the only two inside S.H.I.E.L.D. "Are you saying there are enough people with powers to keep a list?" She asks them.

"It's a really short list." Peter tells her. "Some on the list are mostly our age. A teenager who can walk through solid objects. Another one who has sharp claws coming from her fists, she still scares me. A girl who can stretch herself long distances. And also a girl who can control squirrels. I...just don't ask." Peter informs Skye and to May's mind, Peter's listed a few candidates for the Young Avengers initiative Fury is trying to put into place with Ava and Peter being the leaders.

Those members being Kitty Pride, Kamala Kahn, Laura Kinney, and Doreen Green. The other members being Sam Alexander, Luke Cage, and Danny Rand. Their codenames being Nova, Powerman, Iron Fist.

"And the list is made to protect all of us. And in some cases, S.H.I.E.L.D. has had to go in and contain them." Peter also admits.

"Mr. Chan was low risk. He had a Agent watching him who checked in every few days with him. That's how we discovered him missing." Coulson informs and may shows his home looks untouched and pulled up Agent Kwan.

"Hello Agent Kwan, how are you?" Peter asked in Cantonese, one of the dozen languages he's fluent in.

"Not as good as I could be." Agent Kwan responds in Cantonese as well.

"Everyone, this is Agent Kwan, Chan Ho Yin's case Agent." May introduces him to the team. "What can you tell us?"

"Not much, I'm afraid." Kwan tells them in English this time. "Chan is a magician, so at first, I thought he'd made himself disappear."

"The file says you caught him violating his index agreements before." Coulson remembers in his file.

"On two separate occasions. Claimed we were hampering his artistic expression. But late last night, he was taken by professionals. The only thing they left behind was thus scrap of aluminuzed material." Kwan informs them and shows them the sample.

"Isn't that for Fireproofing clothes?" Ava asks Peter and she's right.

"That means who took him obviously knew he had powers." Peter states out loud.

"Yes, and we think we know why." Kwan tells them and they listen to him. "Over the last few days, tech division discovered a crack into our data stream. It's the same cyber punks who hacked us before. Somehow, they got in again. It's the Rising Tide." Kwan informs them and they look to Skye.

Coulson and Ward takes Skye to his office to talk to her privately. "The Rising Tide is a huge organization of hacktivists from all around the world. Any of them could've done this." Skye defends herself.

"No ones saying that you did." Ward informs her.

"But you're thinking it. I can see your face thinking it. I'm sure you're taking into account that I have been living in a plane with you this whole time. It would be impossible for me to hack S.H.I.E.L.D. Especially with Peter." Skye states to them.

"Or even easier. We're gonna need more than that." Coulson tells her, since they can't just take her word this time.

"Let me prove it then. I'll trace the back, and I'll prove it wasn't me." Skye says and Ward thinks they should let her do it.

"Then do it and fast, the longer Mr. Chan's missing, the more danger he's in." Coulson states and they're ready to get to work.

Skye and Peter do their thing and work together to find where the hack came from and it was easy with them both working on it. "I think we might have our origin." Peter says and Skye looks to see he's right.

"It's in Austin, Texas." Skye tells them. "We got a name?" Coulson asks them.

"No, but we do have the location, it was some cafe, but were in the system." Peter tells his uncle.

"I'm gonna hack into see if any credit card charges from that day match up with any known hackers." Skye says and a name comes up.

"Miles Lydon, That's definitely not Skye." Ava states reading the file they pull up.

"You know him?" Coulson asks Skye. "Every hacker in the world knows him." Skye informs him.

"Not Judy the hacker world, this is the guy who infiltrated the kremlin." Peter states and they're heading to stop Lyson and find what he knows before chasing down who took Chan.

They make it to Austin and Ava with Skye check out the cafe where he logged in and he hasn't been seen in a while, when Ward and Peter get eyes on him.

Peter is watching from above while Ward is on ground level and once Lydon sees him, he takes off and Ward chases him. "I've been made." Ward warns them and Peter chases him from above as Lydon tries getting away in his vehicle where Coulson is driving after him and Peter swings on to the roof and sticks on.

"Hang on there, Peter." Coulson warns him. "When am I never hanging on?" Peter questions as they're in a chase and Peter tries webbing his car, and tries not to get them stuck and Lydon activated some gridlock protocol from his phone and Coulson can't chase him anymore.

Luckily, Peter was able to get around the vehicles and webbed onto the tires and Peter uses his strength to stop his car. Coulson exits the car and arrests Lydon. "Nice work, kid." Coulson comments on his quick thinking.

They get to Lydon's place and it turns out that Skye and Lydon actually know each other and she warned him what to look out for. "How long were you two in contact?" Coulson asks her.

"I contacted him once when I joined to tell him I was okay, and earlier today." Skye answers honestly.

"When you tipped off an active suspect?" Peter asks her with his mask still on while around Lydon.

"No, it's not like that. We both met when we were both a little screwed up. Okay, he was a little screwed up, I was a lot." She corrects herself. "We looked after one another." Skye explains and to the two of them it sounds like what Peter and Coulson wound do for each other. "That's why I warned him, not because were working together on this, but because we're friends." Skye tries apologizing.

"So, if not you, who is he working for?" Peter wonders. "Nobody, he's an idealist, believes in freedom of information." Skye explains to them.

"That information cost a man his freedom, and not only possibly compromising more of the people on that list, but you also sabotaged our attempts to remedy that." Peter states since he always stands on the side of human kind, but also on the enhanced kind.

"No, I came here to find what Miles knows about Chan. And he knows nothing. He's a dead end, harmless." Skye tells them and Peter leaves to find how they're doing with interrogating Lydon. "I was gonna find out everything I could to try to help. I juts felt like I couldn't tell you guys everything."

"The classified information you stole, who did you give it to?" Ava asks Lydon. "It's information. It has a life of its own." Lydon tells her and she doesn't know if he's crazy or he actually believes that.

"What happened to mr. Chan?" May questions him. "I don't know who that is, so why don't you tell me?" He asks when Peter comes in. "We get anything?" Peter asks them and sees he knows nothing.

"Coulson says to take him in." Peter informs them and May handcuffs him and they begin to leave.

"Gather all the evidence and secure the prisoners. We got what we're looking for here. We're heading for Hong Kong." Coulson tells them and they head back to the Bus.

Peter and Ava decided to kill time listening to Skye and Miles argue with each other since they've got nothing to do until they've reached Hong Kong. "So, I guess due process isn't really S.H.I.E.L.D. protocol." Miles states to the camera.

"They don't have time for it." Skye tells him.

"Whoa, are you defending them?" Miles asks her. "These people are denying our basic rights."

"It's not about us, they're trying to save someone's life." Skye informs him.

"Listen to yourself. That's what they always say to justify invading privacy, Skye. They stand for everything we despise. Secrets, censorship. And they've got child soldiers now?" Miles questions referring to Ava and Peter.

"Enough with the manifesto, Miles." Skye states and Peter just shuts off the camera at this point.

"The guy just keeps hiding behind platitudes." Peter tells them.

"He's dirty, I can feel it." Ward states to Fitz-Simmons who are searching though everything on Dylon.

"Actually, there's not much on him. He's got no family records. His apartment is under an alias. And he plays Minecraft a lot, where he runs a nasty mob." Simmons tells them.

"Zombie pigment?" Ava asks since she used to play the same before everything and then Simmons finds something.

Ward goes into the interrogation room where Skye and Miles are. "She's been defending you, saying you're a stand up guy. So I'm gonna give you a chance." Ward says and drops a file on the desk. "You wanna tell her, or should I?" He questions him.

"I don't have to listen to you." Miles says and Ward takes that as his answer. "Your boyfriend here made a few deposits in the days following the leak. All said it's about a million dollars." Ward explains and shows the payments.

"I can explain." Miles tries to, but Skye interrupts him. "Did you sell information? Did you?" Skye asks and waits for his answer.

"Yes." He answer honestly and Skye is angry. "What the hell were you thinking?!" She asks him.

"It was a million dollars. And the woman was harmless, I looked into it." Miles tells them both.

"No one with good intentions pays that kind of money for information." Skye states to him.

"Who was the woman?" Ward asks him, seeing something useful.

"A fan of the Rising Tide, some rich girl in a flower dress. She knew about me, said I had a gift. Thought people like us deserved more. Wanted me to crack into a S.H.I.E.L.D. feed. It didn't seem like anything I hadn't already put out there, so I did it. And I tracked the money so it want some evil corporation. Just some eco research lab." Lydon tells them.

"Ecological research?" Ward asks him.

"Yeah, insects, some stuff with centipedes." He says and that shocked everyone hearing it. The same people that turned Mike Peterson into a weapon have Chan.

At a research lab in Hong Kong, the girl in the flower dress is looking over Chan and sees that he's working with the new centipede serum without going nuclear like the past subjects and are ready to go to stage 2.

That stage being drain him of all of his blood and see why he's able to do as said.

Back on the Bus, they're all coming up with a plan now knowing who they're up against. "First L.A., now Hong Kong. What kind of organization is doing all of this?" Ava asks them, hoping someone understands.

"Could has to be international, well financed, interested in creating a super soldier. Let's hope when we find mr. Chan we get some answers." Coulson tells her.

"Using the account information Lydon age us, I was able to find his location here." Peter tells them while pulling up a map of Hong Kong.

"Any ideas what centipede wants with Chan?" May asks them.

"Hard to say, buy Simmons thinks considering he's pyrokinetic, there's a good chance his genetics could stabilize the Extremis element of the centipede serum. It would keep them from going...boom." Fitz explains and they know that means they're not going to leave Chan alive long.

As they all get ready to head into the lab, Coulson asks Ward to watch over the two prisoners. Peter grabs his mask and places it onto his face. "You know, if they're looking for super soldiers..." Ava tries to tell Peter and he already thought of it.

"Don't worry, Ava. I have the tendency to be hard to capture." Peter tells her and they meet up with Kwan.

"This facility has five floors. First four are research. Fifth is listed as maintenance but uses half of the buildings energy." Coulson informs the Hong Kong people.

"Either they're guarding the worlds largest vacuums, or that's where they're holding Chan." Kwan states.

"Send your B and C teams in through the tunnels to secure the lower floors. Warn them the centipede serum is highly explosive." Peter explains and Kwan understands and they're going through the roof.

They make it to the roof, Peter and Ava use their powers to break a hole in the ceiling and they start searching with heat signals and are looking for the largest one.

They find dozens in one room and Ava with Peter kick down the doors and there's only three people guarding him, and Peter webs them to the wall and the agents start releasing him Chan from the restrains.

Peter webs up the last guard when his senses go off and he sees that Chan burned a hole in Kwan's chest. "What did you do?" Peter asks him.

"I've set myself free." Chan says and sends a blast of Fire their way, but whatever was protecting his skin has worn out after whatever centipede did to him so all he ended up doing was burning his hands.

"You were all forcing me to keep my gift locked up inside." Chan states to them as they run for cover.

"Chan, I'm sorry you've lived a life you didn't want, but violence never solved anything." Peter states to Chan.

"It will at least keep me from being a prisoner. By you, by them, there's no difference. Have you ever wondered why they let you, a child, become a Agent? Because you were special, or was it because of your abilities?" Chan asks Peter and he asks himself that a few times.

Chan sends a blast of fire at them and Ava quickly moves before it could hit her. "I'm pretty sure his file said nothing about being a complete psycho." Ava states to Peter.

"Chan, believe it or not, this can get worse for both of us."

"Chan Ho Yin might have believed your S.H.I.E.L.D. lies, but not Scorch." Chan tells them, giving himself a name.

"Wait, who?" Ava ask Peter.

"Oh, no, they gave him a name." Peter states and that means he's gone off the deep end and they pull out theie Night-Night guns.

"Give me some cover, we'll make it so he wakes up in a contaminant facility." Peter says and they both raise up to shoot him and Chan breathes a firewall to protect him.

"Nothing can stop me!" Chan states to them.

"Where's Coulson when you need him?" Peter wonders.

The woman in the flower dress is taking what she can before trying to escape.

Peter and Ava are able to make it out of the room and barricade the fireproof doors. "Well, That happened." Ava states when they hear Chan blow something else up inside the room.

"We didn't barricade the other doors, did we?" Peter asks her and Ava realizes their were other ways he could've escaped.

Scorch makes his way through and runs into the scientist who was trying to dissect him.

"Please, we can help you. Make you stronger, take the name Scorch and make it mean something." The scientist pleads as Chan doesn't listen and slams his fist into the floor and the entire floor turns into flames and he burns her into ashes.

Coulson comes up behind him, seconds too late and sees him. "Mr. Chan, we don't want to hurt you." He tells Chan and that makes him look to him. "But we're gonna have to." Coulson says as May comes up behind him and injected more of the centipede serum into him and then thy run for it.

As they're doing that, Peter and Ava downloaded everything they could and ran for it themselves as the building goes up into flames.

Coulson gave Lydon a device that'll keep him from doing anything with the Rising Tide, even sent the money Lydon got from hacking into S.H.I.E.L.D. to Agent Kwan for his family.

Peter and Ava were looking into what they stole from their building. "This is a lot of stuff from S.H.I.E.L.D., nothing new on my side, how about you?" Ava asks Peter and sees he's staring into the computer screen in shock.

"Peter, what's wrong?" Ava asks him and look at what he sees and is shocked about what he's looking at.

It's everything about Peter Benjamin Parker. They assumed they knew about him being Agent S, but it's much more than just that. They know where he's lived, what missions he has been involved in, where he grew up. Everything down to where he was born.

The lady in the flower dress visits someone she knows in prison. "Well, you know I'm not going to do the talking." He tells her.

"The Doctor is dead. She did find a solution to our combustion problem. It won't be long until we have stale subjects. We're into stage 2 now." She informs him

"That mean my situation's going to be improving?" He asks her.

"Well, other problems have surfaced...resurfaced, I should say. The S.H.I.E.L.D. unit, they were the same who took care of mr. Peterson in Los Angeles."

"Not much I can do in here. So why visit me?" He is still asking.

"I need you to get back in touch with the clairvoyant. Peter Parker seems to finally be ready for us to begin stage 3." She tells him and sees him go into shock to hearing that name.

"The one who can give our toy soldiers a kickstart off the shelves. You think you can secure his DNA? The clairvoyant doesn't like to be touched." He tells the girl.

"We'll find a way to get him. He may think S.H.I.E.L.D. will keep him safe, but he'll learn that they're not invincible." She tells him and knows that they need Peter Parker alive to hopefully either brainwash him, or get a sample of his blood to create indestructible soldiers.

Chapter Text

The team has to take an Agent Shaw to the Hub with the information he collected. The others tried offering help with hacking into the information, but Coulson calls them off.

"The information is classified, Level 8." Coulson tells them and they all understand and he leaves them. "He can just shut us out of the process like that?" Skye asks them since she doesn't know about clearance levels.

"He did say the mission was Level 8." Ava states to her. "And everyone besides Peter aren't." She explains.

"What clearance does he have?" Skye wonders and nobody is quite sure themselves.

"S.H.I.E.L.D.'s whole structure is based on the hierarchy and compartmentalization of intelligence. Every Agent can't have the intel on every mission. It makes the entire organization vulnerable." Ward tell her.

"The way we do things here, and at the Hub are different ways." Peter explains as he enters the room while reading his science book.

"The Hub? What's the Hub?" Skye asks.

The Hub, a entire base similar to the Raft. One of the many S.H.I.E.L.D. bases around the world. "Didn't realize Big Brother was this big." Skye states seeing everything.

"Oh, if you think this is big, you should see the Triskelion." Ava replies to her.

"Why does everyone dress the same here?" Skye wonders and nobody really knows why.

"Agent Sitwell." Coulson greets the agent approaching them. "Good to see you feeling better. Agent Hand's waiting for you and Agent S in the situation room." Sitwell tells them.

"And she doesn't like to wait." Coulson states and they head for the room. "Your Level 7s can join us in the briefing." Sitwell tells them as they scan their faces and head into the situation room.

"Victoria Hand...is here." Fitz-Simmons both say. "We should probably head over to the tech corridor." Fitz says and they both head off leaving Ava and Skye.

"I don't think the Hub likes me here." Skye tells Ava.

In the Situation room, Coulson, Peter and May and Ward meet up with agent Hand. "Agent Coulson, Agent S." Hand greets them both. "Nice to put a mask and face to the names." She states since Peter is still wearing his mask since a handful of Level 7 agents know him.

"Likewise. You already know S, these are Agents May and Ward." Coulson introduces them to Hand. "Well, now we've gotten that over with, here's what you can know. The intel you recovered from Agent Shaw tells us that a separatist group from South Ossetia has built a weapon called Ezbiitometer." Hand tells them.

"The overkill device?" Peter asks her. "A little dramatic for my taste. I imagine something was lost in translating." Hand tells him. "We've intercepted chatter that tells us they plan to use the weapon in the next 24 hrs to declare their independence from Russia And Georgia." She explains and pulls up a photo of the device, which sorta just looks like an electronic squid.

"We believe it creates sonic vibrations powerful enough to trigger weapons from a great distance, anything from the missiles on a helicopter to a nuclear warhead sitting in its silo." Hand informs them on it all.

"So we go in before they can use our weapons against us?" Coulson asks Hand.

"That's why I need a 3-man team to sneak across the disputed border undetected, break into the separatist stronghold, and sizable the weapon before they decide to use it." Hand tells them on the plan. "And you have three people who fit the part." She says and Coulson looks to Ward, May and Peter.

"Not a problem. I was I Georgia during the '08. I still have some contacts on the south Ossetian border." Ward tells her.

"And you'll have to use them. But we don't have specs in the device, so I need someone on the team who can identify and dismantle it onsite. And since we don't know where it's belong hidden, we need a smaller agent." Hand explains and they realize it's not May and Peter they want.

"Please tell me you don't mean..." Peter is silently begging that she isn't saying she needs Fitz and Ava on the mission.

"I think she does." Coulson says.

They meet back up with the others and sees Fitz having some problems with the automatic doors. "This isn't gonna go well." Ward says and Peter doesn't know how he feels of Ava going out herself.

They head back to the bus so they can get what they need. As of now Ava is packing everything she might need for the mission, being some clothes, gear she might need, ad her amulet. "I just don't understand why they would ask for me to do this, and not you." Ava states since it seems like a serious mission.

"Maybe they're staring to see you as a real agent." Peter says, trying to reassure her.

May is talking to Ward and Fitz about what he needs to do. "You need to disable the overkill device by 0600 tomorrow in order to separatist attack once your signal S.H.I.E.L.D., the extraction team will get you all out." May assures the two.

"And take care of Ava, please. Peter's a little cautious about letting her go out by herself." Coulson asks the two and they agree to look after her for him.

They start leaving the Bus and Peter still doesn't feel like it's too early, sending her off without him. "Shouldn't you be going with her?" Skye asks Peter as she joins him.

"The people behind all of the operations are the best of the best. Yet again, they're the same people who thought I didn't need help going up against a guy wearing military grade armor and had a flying glider. But they know what they're doing." Peter assures her and himself.

The team hides in the Caucasus mountains as they drive a truck to the location while trying to get Fitz to shut up. "Do you have the beacon?" Ward asks Fitz.

"Yeah, of course I do." Fitz says and hands it to him.

"Listen, my contract's Uri Dubrovsky. We'll pay him to get across the border." Ward tells the two of them. "We go back, but he doesn't like new people, or kids, so keep your mouths shut and your heads down." He warns them as they enter the location and see it's a bar.

Ward and the man at the bar get into a conversation in Russian which, neither of them understand, and it seems his friend is dead and the men aim weapons at them. "You have no friends here." He states to Ward.

"Great. Peter's gonna kill me." Ava mumbles to herself.

Back on the Bus, Simmons is still nervous about Fitz being out there and wonders if he'll be okay. "Well, Agent May is Level 7. Maybe she can give us an update on their status." Skye states and May just looks at her.

"Does that mean you do know something, and you can't tell us, or you don't know?" Skye asks her.

"We know what we're supposed to know." May tells her and they get evacuated from the lab and Skye wonders if Peter might know something and goes to find him.

Peter has decided to take his fear out on the nearest training equipment he had in his training room and is beating the life out of it. Peter was just about to give up, when thoughts of Ava being in trouble and he wasn't there to help came back into his mind and he just keeps beating the bag. That us until he beaten a hole into it.

"Wow, the bag must seriously owe you money for you to beat it that badly." Skye states to him and Peter just notices her in the doorway.

"Welcome to my personal training room. Director Fury gave it to me, I've got one in every S.H.I.E.L.D. base on earth." Peter tells her while grabbing a towel to wipe off the sweat and removes his workout shirt and Skye sees all of his scars and scratches all over his back.

"How long have you said you were part of S.H.I.E.L.D. again?" Skye wonders while he's taking a drink of water. "Most of my life. Can't remember a day I wasn't part of it." Peter tells her and to her that means he got those scars on missions for S.H.I.E.L.D.

"If you're wondering, most of them are from freaks with powers. The scar across my back came from the Green Goblin during our last encounter before..." Peter stops himself from continuing as he thinks about Gwen. "Nothing, did you want something, or just wanted to see where Agent S hangs his mask?" He changes the subject.

"Look, I know you guys have this way and are okay with being in the dark about what's going on, but I'm not okay with it. I need answers, and I have a feeling you're not okay with it." Skye tells him and she's right. Ever since Ava left, he's been anxious to figure out if she's okay.

"Can't you get information about them?" Skye wonders.

"I can, but I can't tell you. I got that talk from Fury too many times." Peter explains, but he gets an idea. "But if another Level-8 Agent tells you with yer aces card, it won't be on my head." Peter tells her and she likes the way he's thinking.

"It must feel nice to be off that plane." Hand tells Coulson. "I understand you're recovering."

"Well, I only know what I've read." She says. "Seems Fury has a soft spot for you and Agent S."

"What can I say? Seems Fury has a small spot in his heart him." Coulson replies.

"All I'm saying is it must feel nice being back in the big leagues."

"Three of my agents are the key to your whole operation, my nephew is S.H.I.E.L.D.'s best agent. I never left the bigs."

"Let's hope they're as good as you think they are." She says.

Ava, Ward and Fitz are handcuffed in the back room waiting for someone to show up. "Why haven't they killed us yet?" Fitz asks Ward while Ava is working on getting herself free from the handcuffs.

"I mean, I'm happy that they haven't done it yet, but why?" He keeps asking them.

"They're waiting for their boss, so before he gets here, we need a plan." Ward explains. "How long can you hold your breath underwater?" He asks the two of them.

"I don't know." Fitz admits.

"Probably somewhere around 50 seconds to a minute." Ava guesses.

"You familiar with the term slam and cram?" Ward asks of them.

"No, and I don't think I want to be." Fitz tells him.

"Basically means losing a finger." Ava explains, and he was right. He didn't want to know.

"How attached are you to your pinky?" Ward asks him.

"Very, very attached, and let me be clear. Any plan that involves even one of those scenarios isn't gonna work for me." Fitz states when the men and their boss comes in to greet them.

"I hear you're looking for your friend Uri. And Uri was friends with separatists." The woman boss explains. "Are you separatists?" She asks.

"No. Were definitely here to stop them." Ava answers for them.

"If you could help us across the border..." Ward was saying when getting interrupted by people cheering to the game.

"You're wasting my time, so let me be clear. You've given me no reason to trust you. And trust is everything to me." She says while raising the gun to his head.

"Does the name S mean anything to you?" Ava asks, knowing they're going to die so it was worth a shot.

The woman seems to stop and looks towards Ava. "You know S?" She asks.

"Yeah, he's my...Well, technically he's my boss." Ava admits.

"Come with me." She says and they uncuff them all.

She brings them to her office that seems no bigger than the rest of the place. "S saved me and some of my boys a few years back. Told him that if he ever needed help, don't hesitate to ask. If I do this, we even?" She asks referring to Ava.

"I will tell him you relayed your debt." Ava promises and she provides them transportation.

The three are inside a carton truck going across the boarder. "Nice work back there." Ward congrats Ava.

"Well, Peter did always talk about past missions. That and I was a huge fan of his, Fury gave me access to most of his missions that I had access to." Ava says as they hear shouting and the truck comes to a stop.

"Stay here." Ward says when he hears gunshots. "Okay. Maybe we'll all stay here."

Outside, men start approaching the truck, when two small devices get thrown out and explode sending the men back.

"Time to go before more birder patrol find us." Ward says and they leave off the road and start running.

Back at the Hub, Peter and Skye have come up with a plan to plant a usb stick to get information on the mission.

"Okay, you have the flash drive. I reprogrammed it with a decoy crawler. It'll use my browser history to simulate my usual online activity, so while S.H.I.E.L.D. thinks I'm trolling reddit and Facebook with the laptop you gave me-" Skye was going on until Peter interrupted her.

"You'll be hacking into the files to see how the mission is going. This was my plan, I know what I'm doing." Peter tells her as he starts to hack into the mainframe when a certain agent catches him.

"Agent S?" Sitwell asks and Peter sees him.

"Oh, Agent Sitwell. Did the break room run out of donuts?" Peter asks while he keeps working.

"What are you doing?" Sitwell asks him.

Peter stops working and remembers his training with Natasha about lying. Don't give too much information, and don't give too little information. "Just updating the S.H.I.E.L.D. mainframe and the firewalls. Don't want anyone like the Rising Tide to keep hacking in now, do we?" Peter asks him.

"This late?" Sitwell keeps questioning him.

"You remember Fury's orders. I'm not allowed to get bored after what I did the last time I was bored." Peter reminds him.

"You have half of the people here nightmares." Sitwell reminds him.

Peter just laughs at remembering what he did. Let's just say you wouldn't imagine it even if you tried.

"It was worth the scolding Fury gave me." Peter states.

"Do you have authority to get into that control panel?" Sitwell asks.

"Okay, you know what, let's get this over with." Peter mumbles before taking his Night-Night gun out and shooting Sitwell.

He then proceeds with the plan and leaves to see Skye looking at him shocked.

"What?" Peter asks her.

"That was incredibly done." Skye compliments. "How do you know to lie that well?"

Peter smirks at her. "You don't exactly get to be S.H.I.E.L.D.'s best Agent without knowing how to lie. Also, my aunt taught me how." Peter explains talking about Natasha, before leaving her to do her thing.

Brock Rumlow comes out of the corner and watches Peter walking away with a smug smile on his face. "I've got eyes on S. Do we engage the plan?" He asks into a communicator in his ear.

"Proceed with the plan." A voice confirms back to him.

Skye goes to a abandoned break room and starts to hack into the system to learn how the mission is going. While she was there, she also found some files that could lead her to her parents. But knowing she has a small window to find out about the mission before they start catching on to them.

She searches through the active missions file and finds their mission file and searches for their location and finds a mission of a 3 man team to enter the facility and they have an eight hour timeline...but no extraction plan.

"No extraction?" Skye asks when Coulson appears in front of her.

"Peter's not exactly subtle when he constantly hacks into Sitwell's account to find information." Coulson states. "What did I tell you?"

"You told me to trust the system." Skye reminds him. "And the system sent Ward, Ava and Fitz to die." She informs Coulson who looks shocked.

Ava, Fitz and Ward are in the middle of the road surrounded by a invisibility cloak that activates when shut. One of Peter's inventions after he read Harry Potter.

"Good day to be a rat." Fitz breaks the silence since they're uncomfortable. "I mean, there you are, minding your own business, spreading filth and disease, scavenging for grub worms or rotten fruit, when lo and behind, you see it. A prosciutto and buffalo mozzarella sandwich."

He goes on about his sandwich they has to get rid of so the guard dogs couldn't find them.

"With just a hint of pesto aioli." He finsihes.

"Fitz, I promise you. If you keep talking about the sandwich, I will claw out your tongue." Ava threatens him, never imagining she would miss morning training. But that's more durable than these two.

They start feeling the ground rumbling and see a truck approaching.

"Zip it up." Ward says and as soon as they do, the truck passes over them and the cloak attaches itself underneath the truck and they make their way to the base.

"I told you I'd get the information about your parents." Coulson tells Skye as they walk through the HUB.

"That's not what I was looking for. I was trying to find out what was happening with Ward, Ava and Fitz." Skye explains to him.

"That's a classification operation." Coulson replies to her.

"It's a suicide mission!" Skye informs him. "I saw it all. The troop placements, the aerial assault. Once Ward, Fitz and Ava disable that device, there's gonna be a huge attack in that compound, with no extraction plan, and you hid it from us."

Coulson takes her hand and leads her into a dark corridor where the cameras don't work. "I didn't hide anything from you. You don't have the clearance to know that." Coulson tells her.

"Is that really what S.H.I.E.L.D.'s all about?" Skye asks him. "Level 5s are more expendable than level 8? Is that all we are, just numbers?"

Coulson waits calmly for her to finish. "Are you done?" He asks her.

"Am I?

"If S.H.I.E.L.D. keeps secrets, it's for a good reason. You just hacked a Level-8 secure server, saw operational plans that you have no context for. If details get out, the whole operation could be compromised, lives could be lost." Coulson explains thinking about Peter's safety and how hard they worked to make sure everything would be able to hide his identity.

"I know, and last I checked, all of us care about Ava, Ward and Fitz. On the plane, you're always telling me to think outside the box, so I went off book because I was trying to watch their backs."

"Our team can go off book because there is a book. A hub. An organization watching our backs. You claim you want to be part of that, a Agent. Do you?" Coulson asks her. "Because someday, I may have to trust you with a secret, and I need to know you can keep it. Peter's one of the biggest secrets inside the organization, and you only know a fraction about him."

He tells her and starts walking away. "Can I ask you a question?" Skye asks him.

Coulson turns back around to face her.

"Did you know there was no extraction plan for them?" She asks.

Coulson thinks and he knows he was told there was a extraction planed for them. "That's classified." He says and leaves to talk to Hand.

At the weapon site, the truck carrying the team just arrived and they roll on out from underneath and stay hidden from the patrol guards. They sneak off to the side of the building where the weapon is being held.

"Okay, I'll call for the extraction." Ward tells them.

"Fitz, Get your peeping hole up." Ava tells him .

"It's called the looking glass." Fitz corrects her. "You'd probably say x-ray vision. But there are actually 5-band microwave antennae embedded in this sheet. Works more like a radar system." Fitz says.

As they're talking, Ward tries calling for the extraction and notices it's just a flashlight, there was no extraction planned.

Fitz sets up the window and sees there are two guards with weapons.

"I can take them easily." Ava assures them.

"Correction there are three guards." Fitz says and Ward looks to see Ava is gone.

Fitz keeps watching as the new guard starts fighting off the other two.

"Oh, my god, Ward. He's attacking the others." Fitz tells him.

"Why would he do that?" Ward wonders when the third guard comes up and opens the door to reveal Ava.

"I told you, I'd take care of them, didn't I?" Ava asks them.

"Ah. That makes sense now." Fitz says.

"You're becoming too much like Peter." Ward comments as they enter the facility.

They walk in and see some strange device that they believe is what they're here for.

Fitz taps its outer shell and sees its made out of normal steel material. "Core must be inside here. That's what's important about it." He explains to the others. "The piping around it just serves to amplify and direct the sound, to trigger munitions from a distance."

"Doesn't look like it could swat a fly, let alone take a jet out of the sky." Ava comments on it.

"Well, you should know better than anybody Agent Ayala. Looks can be deceiving." Fitz tells her while he opens up the core and they see what looks like one of Tony Stark's arc reactors but its glowing yellow and surrounded by wiring.

"This might take me a while." Fitz warns them,

"Well, we have ten minutes." Ward tells Fitz.

"I thought you'd say five." Fitz responds honestly and gets to work.

At the HUB, Hand just got a security breach that she recognized as Peter's work when Coulson enters the room.

"Agent Sitwell is in the infirmary again. Apparently, a certain agent rendered him unconscious." Hand informs Coulson.

"You know how Peter gets with his pranks, and how Sitwell doesn't trust the kid with a piece paper." Coulson says since that's why Peter likes pranking Sitwell. "I'll handle the matter internally."

"Tranquilizing An Agent doesn't seem to be his usual pranking M.O." Hand replies.

"You're right. But being told there's an extraction team in place when, in fact, there isn't. I'd like an explanation." Coulson says. "I'm Level 8, I'm entitled to information regarding the welfare of my team, and so does Peter. You should've told me."

"Seemed I didn't have to. And if I did, what would that have changed?" Hand asks him. "You yourself had designed dozens of operations like this. You know how this works."

"Usually with an extraction plan." Coulson reminds her.

"Barton, Romanoff, hell even S. They've never had an extraction plan." Hand says and Coulson remembers some of those missions where he feared Peter was injured or dead.

"They know that going in." Coulson states.

"Agent Fitz is unproven in the field, and knowing would've caused him to loose focus or courage. Agent Ayala has proven to be just as good as Peter, why would that disclose her from extraction?" Hand wonders.

"That should've been our call." Coulson tells Hand, angry at how he was lied to about his team. "Fury put Ayala in Peter's care. He decides if she's ready or not, she wanted to prove she was ready by taking this operation."

"I wasn't sure either of you would comply." Hand explains and she's lucky Peter hasn't heard the news yet. What strikes him as odd is he hasn't seen Peter in some time.

"Your team includes an electronically tagged non-agent who is notorious for leaking secrets, which reminds me. How did you get the information again?" She asks him.

"You know how Peter loves hacking into S.H.I.E.L.D. for fun. You remember him cracking the pentagon when he was eight?" Coulson reminds her. Peter got into so much trouble for that, but he says it was a wake up call for the pentagon since he could've cracked it in his sleep. "And I know what the safety of a thousand men is worth. I know the importance of taking the overkill device out of play. But I also know my men and what they're worth!"

"The decision to go in should have been theirs to make." Coulson states.

"Perhaps. But you need to trust the system, Agent Coulson." Hand says and walks away leaving Coulson to realize the faults in the system.

Back at the base, Wars offers to take over to Fitz so he and Ava have a chance to make it out since he learned there is no extraction.

"We wait for the extraction as planned." Fitz tells him and Ward decides to tell them.

"The extraction plan is a bust. Exfil team didn't make contract. Once we take this thing apart and I set odd the remote beacon, we're on our own." Ward tells them.

"We're not leaving." Ava says and Fitz agrees with her. They're both S.H.I.E.L.D. agents who are here because they want to put their lives on the line. Even in the line of fire.

Back at the HUB, Skye tells May and Simmons that Coulson has said they're going in to save them. She tried finding Peter, but he wasn't anywhere to be found.

They head into the Bus and just before they take off, Peter walks onto the plane carrying a package.

"Hey, where were you?" Skye wonders.

"What do you mean? I was with you, then got called to talk with Fury for a few minutes." Peter tells her and he leaves to get into his suit.

Skye Just oooks confused since when last they spoke an hour had passed. She also remembers that he has a perfect memory so he can't just have forgotten.

Fitz pulls the final wire out and Ward activates the beacon meaning the strike team is not too far behind.

"Okay, we need to slip out of here brfyew they notice the device is powered down." Ward says and the alarms start blaring.

"I think they've noticed." Ava says with the alarms.

Fitz starts dozing the core to use it and disable their weapons, when he finishes, they start running when explosions start going off.

"S.H.I.E.L.D. has began the assault. We gotta move before they bring this compound down on us." Ward says.

Fitz starts using the weapon as guards come up and try shooting them and he destroys their weapons.

The ones without weapons, Ava takes down head on as more explosions go off.

They exit the compound only to be surrounded with dozens of men with weapons on all sides.

"If they don't, Peter's gonna kill me." Ava says since she promised to be safe and she's done everything but.

As they start surrendering, a dark shadow comes overhead and they look up to see the Bus and it uses its propellers to throw the men back and the doors open for Peter to shoot a web down for them to grab onto.

They grab onto the web and get pulled up as they take off.

Ava walks up and sees Peter with his arms crossed.

"Here we go." Ava says knowing the speech that's coming about how she wasn't ready for this.

"Nice job out there, Ava." Peter tells her shocking Ava.

"Wait, what?" Ava asks since she never thought that would be his first words.

"You kept your head without me, kept your team safe, shielded them." Peter recaps what she did.

"And you also agreed to go on this mission thinking you needed to prove something when I asked Fury to do something when I learn we were going to the HUB." Peter says and shows her a small package and hands it to her.

Ava takes the package and opens it to find a office S.H.I.E.L.D. badge inside. "What's this?" She asks her superior officer.

"It's the S.H.I.E.L.D. badge for Agent Ava Ayala." Peter tells her and Ava is shocked to see she's an official agent of S.H.I.E.L.D., not just a probation agent.

"Welcome to S.H.I.E.L.D., Agent Ayala." Peter congratulated her before leaving her be.

Chapter Text

Ava once thought that Peter never held back when training her so she could be as good as him. But ever since she became a real S.H.I.E.L.D. Agent, he's been raising the level on how hard he pushes her.

That being said, Peter did a quick roundhouse spin and trips Ava causing her to fall. As she lands on her back, she quickly gets back up for more and gets met by a punch from Peter and drops to the floor again.

"I slipped." Ava informs Peter.

"Your slip allowed me to get the upper hand, if you wanna go like that." Peter says, even though he knows she didn't trip.

"What is with the sudden death fighting all of a sudden?" Ava asks him as she gets back up. "I mean, I'm an official S.H.I.E.L.D. Agent, I thought that would mean that you would tone down the training."

"Nope, the exact opposite. It means I'm gonna be upping the antie on your training." Peter informs her and while he was talking, Ava punched him and he fell.

"Nice feint." Peter says when Coulson looks down at the two of them.

"Towel down. I need you two in the command center in five." Coulson tells them and they leave to join them.

"At 08-00 hours, three men infiltrated the Havenworth federal penitentiary. They were in and out in less then two minutes. Left no prints at the scene, but we do have one lead." Coulson says and shows the footage of the three men and zooms in on their arms to reveal something they're all too familiar with. The centipede device on his arm.

"Centipede again?" Ava asks.

"Seems they salvaged some of their research from Hong Kong." Peter states remembering the whole Scorch incident.

"Chan's platelets solved their combustion problem. Now they can create super soldiers with no fear of explosion." Simmons says and that's not exactly comforting for anyone.

"Two of Centipede's labs have been destroyed, but they keep popping back up. Now they have three of these guys, maybe more." Coulson tells them.

"Who did they break out?" May asks.

"Edison Po, former marine, expert in tactics and rapid response." Coulson says and pulls up a picture of the same man who the woman in the flower dress was visiting. "He fell off the grid in '08, reappeared 18 months ago at a diner in Boston."

"Where he stabbed a friend's eye out." Ward informs them.

"With a steak knife, and actually went back to finish his meal." Peter adds on disgusted by the thought.

"Well, then he shouldn't be hard to track down." Ava says, since someone like this is bound to stir up trouble fast.

"Finding Po and these Centipede soldiers is a top priority for S.H.I.E.L.D." Coulson warns them. "We'll be running point, but we won't be working alone."

"Who did HQ send for backup?" Ward asks.

"Not a team, a person. Someone who can help us fight fire with fire." Coulson explains.

"Somebody we worked with before?" Skye asks.

"I think I know who were talking about." Peter says smiling.

At one of S.H.I.E.L.D.'s training facilities Mike Peterson is training on his new strength by pushing a bulldozer with ease. Ever since his run in with S.H.I.E.L.D., he's been here trying to make sure he has his power under control and possibly join S.H. .L.D. one day.

"Did I beat Captain America's time?" Mike asks the trainer.

"Not even close." He informs Mike when Coulson and Peter approach him.

"But you would give me a run for my money." Peter states still wearing his mask.

"Agent Coulson, Agent S?" Mike asks, surprised to see them.

"If you could put that bulldozer back where you found it...we need you to suit up." Coulson says, since if he's going up against people who want Peter, he sending him in with someone they're not expecting.

Peter and Coulson return to the Bus with Mike ready to take down Centipede for good.

"This is a bad idea." May informs Coulson.

"You saw what Ava and Peter found, if they want Peter they're gonna be expecting him. They won't except him, though." Coulson explains and May knows how much he cares for him and how far he's willing to go to protect him. "While I have you in a good mood, you should know Skye's trying to I.d the agent that dropped her off at the orphanage." He changes the subject, and that's a pressing matter since they are hiding most of the truth from her about the massacre that was found with her.

Mike boards the Bus and thanks Coulson for the opportunity to prove himself.

Upstairs in the briefing room, everyone has mixed feelings of Mike.

"It's not good." Ward states. "This guy was a ticking time bomb, literally."

"HQ wouldn't have sent him if he was still combustible." Fitz replies to him. "They obviously found a way to stabilize him."

"They stabilize his attitude? He was pretty hostile in union station." Ward asks.

"I thought that was the serum." Ava said remembering the talk at the beginning.

"He's a good man who's had bad luck." Peter says as that seems to be a track record for anyone with powers. "Besides, it's useful having powers and someone like this on your back." He then hears Ava clearing her throat since she does have powers and has had his back for months.

"Someone who I can't yell at." Peter corrects himself for her sake.

"Just saying, this could easily go sideways." Ward says as Mike and Coulson approach from behind. "I mean, the last time we saw this guy, he was a raging homicidal maniac...he's standing right behind me, isn't he?" He asks them.

"And here I thought that's only said in movies." Ava says.

"Look, I know union station could have gone another way. Another team might not have let me out if there alive. I owe you, all of you." Mike tells them.

"How's your son?" Ava asks.

"Still with my sister. He thinks I'm working construction, but he's good, happy." Mike says and sees Peter still wearing the mask. "Do you wear that all the time?" He wonders.

"It's like glasses. After a while, you forget it's there." Peter says.

"So, What do we have?" Coulson asks.

"Not much on Po. I checked his previously known addresses and old military contacts, all came back empty." Skye tells him.

"We've been looking for where he might be in the outside. Let's look at his life on the inside, at the prison. See if that gets us anywhere." Coulson suggests. "Anything on the soldiers?" He asks.

"We found a facial recognition match on one of them." Simmons says and pulls up the file.

"Name's Brian Hayward. Stationed in Afghanistan for three years, then fell off the radar when he got back." Ward reads the information.

"Only living relative is his sister, Laura, sophomore at the university of Ohio." Peter says on what he found out.

"She's our best shot at finding Hayward. S, you and I will go talk to her. Have May set a course for Cleveland." Coulson says and they do just that.

On their way, Mike was asked to get checked on by Fitz-Simmons where they learned from him that it was their Night-Night gun that stabilized the serum.

Peter and Coulson are making their way to the university of Ohio as they speak.

"Physiology Of women: unraveling the female psyche." Peter quotes on what he found from the school.

"That's an actual book?" Coulson asks.

"It's a whole course. Hayward's sister is taking the course. And she's there now." He tells Coulson.

"We'll be at the school in 10. We'll find her on her way out." Coulson tells him. "A whole class..on women, you sure?" He asks Peter.

"That's what it says." Peter says looking at his tablet.

"Time was, you just had to figure them out." Coulson states. "Solving the puzzle was half of the fun."

"Honestly, I gave up understanding women after high school." Peter informs his uncle.

"Really? You seemed to understand Gwen." Coulson says hoping he didn't hit a nerve with Gwen being a sour spot at times.

"Yeah, there's girls like her, then there's girls like Michelle." Peter says and Coulson understands since Peter talked about her a lot and how he felt like she was waiting for him to slip up and revel his secrets.

"From what you say about her, sounded like she would make a good agent." Coulson says causing Peter to chuckle. Michelle Jones, an agent of S.H.I.E.L.D. Why not Ned while he was at it?

"Yeah, I'll give her a call in about ten years, see how it works out." Peter says since not everyone is up for the whole Spy Kids thing he and Ava have that they call a normal life.

Back on the Bus, Skye and Ava found out that the woman in the flower dress frequently visited Po and was able to get what he was saying but it was only one saying. "The clairvoyant does not like to be touched."

They figure that means that they have access to a enhanced. Mike was able to tell them her name is Raina and she was the one to give him the Centipede serum and was the woman he saved when Skye got the footage of him.

At Centipede's facility, Po is eating his steak when Raina approaches him.

"We've stabilized the serum, added the implant, and now we need the clairvoyant's help to trapping the key to stage thre." Raina tells him.

"I've already asked, the clairvoyant has trouble seeing the man you're looking for and his nephew, or their weaknesses." Po informs her. "I don't mean to upset you, it's the way of things."

"This is what's upsetting me." Raina says and shows the footage of Coulson and the team taking down the facility in Hong Kong. "His S.H.I.E.L.D. team has destroyed two of our operations. We move every few days now to be safe. Which causes challenges for our maintenance problems. We can't overstate the toll this takes on our soldiers."

They watch as the three super soldiers who broke him out are being treated to make sure they don't explode since they haven't stabilized the serum yet and that they have to keep running from S.H.I.E.L.D.

At the university of Ohio, Skye calls Coulson and fills him in on what they found and what they're looking into.

Peter approaches Laura Hayward as they continue talking.

"Laura Hayward?" He asks.

"That's me." She tells him.

"I'm looking for your brother, Brian. Have you seen him?" Peter asks.

"I'm sorry, who are you?" Laura asks and Peter pulls out a card Coulson gave him that has a hidden microphone inside.

"Dan Filch, Ohio state gaming commission." Peter lies to her. "We're trying to contact Brian, tell him the news."

"He won the lottery?" Laura asks.

"Fifty thousand dollars." Peter says hoping she buys it.

"You're a little young for this, Aren't you?" Laura asks.

"Not as young as I look. But I get that a lot, so you're not the first." Peter says since that was half true.

"Sorry to say I don't know where Brian is. We're not that close, haven't spoken to him since he returned from Afghanistan." Laura says and Peter can see right through her lies.

"Well, you have my card. If you hear from him, call." Peter says before going back to Coulson in Lola.

"I think she's suspicious." Peter says happy to say their plan is working.

"Nothing makes people more suspicious than a child claiming to be older offering free money." Coulson says, that being one of the many advantages of Peter's age. They wait until they start getting a signal. "She's making the call now."

"Brian, it's me. Some kid was just waiting for me at school, said you won the lottery. We're not that lucky." Laura says and they get another ping on his location.

"He's in Oakland, California." Peter tells Coulson.

"Let's finally put a stop to Centipede." Coulson says before driving off.

On the Bus, they're flying towards Oakland while Fitz-Simmons gave Mike a suit similar to Peter's, except without a mask.

"Brian's cellphone was tracked to an abandoned factory about eight miles from here." Coulson says and pulls up the diagram for the factory.

"Probably their new labs." Peter guesses.

"Certainly been there M.O. we destroy one factory, they set up another and put us back at square one. This time, we need to get more answers." Coulson says since he wants to know who is receiving the information that they get on Peter.

"Means we go in quiet, do minimal damage to the facility." May tells them.

"Ward, May, you'll go through the west entrance. Mr. Peterson and S will go through the loading dock. Me and Ava will go through east entrance. Fitz-Simmons will run back in from the outside." Coulson tells them the game plan.

"We're doing this just us?" Skye asks. "We've been playing whack-a-mole with these guys since Ward put a bag over my head." She says.

"We've got everything we need." Coulson says and looks towards the three powered people.

The team heads out to the factory and all enter to find nobody around.

"I was expecting a fight, maybe even a guard or two." Ava states as she and Coulson meet back up with Peter and Mike.

"But there is a weird electronic signal, I'm trying to isolate it." Skye tells them from the van.

"Place looks emptied out. Think we're too late?" Ward asks.

Coulson asks the van team to call Brian's number to see what would happen and they hear it coming from one of Germany's containers.

The doors burst open and they see Brian is filled with Centipede serum.

"Now it's time to go." Ava says ready to fight.

Another one of the soldiers come out and attack Ward and May.

"Now we might be in trouble." Peter says since one is bad, two is worse. And to make matters worse, the third soldier joins them.

Ava helps May and Ward fight off the second soldier while Peter fought off Brian and Mike takes on the last guy.

As they fight, they realize that these guys are actually stronger than the last Centipede bunch they faced. During the fight, mike and Peter were able to take down Brian while the other two escaped.

"Who's behind Centipede?" Coulson asks Brian. "Who's doing this?!" He asks wanting answers seeing this could finally be his chance to finally learn who killed the Parker's.

"I won't say anything. I promise.." Brian says and they're confused when they see an explosion go off in his eye. Just like Curtis Conners, and the others.

In a secure location, Raina and Po get the footage from his eye and see Mike, Coulson, and S.

"That's Mike Peterson, one of our first subjects." Raina tells Po. "He hasn't been injected with the serum for a while but he still has his powers."

"No. What he has is your key to stage three." Po informs her and Raina realizes they might be able to get one of them, the one with all the power. Or the one with all the answers.

They all return to the Bus, and show the x-ray scans they took of their past experienced with Amador, Conners, and Hayward. That's when they learned they all came from the same place.

"So Centipede also designed the eye implant?" Ava asks.

"These guys are serious multitaskers." Skye says.

"Who's Amador?" Mike asks.

"Former S.H.I.E.L.D. Agent, the first person we encountered with this eye technology." Coulson answers. "A good agent forced to do bad things."

"So the guys at the warehouse were forced to attack us?" Ava questions, now feeling a little guilty.

"They were getting orders. When the tide turned in our favor, Centipede popped the one, told the rest of the team to run." Peter puts together.

"Can you track the eye feed like before to find their location?" Coulson asks Skye.

"No, they've upgraded since before. It's untraceable now." Skye says.

"Their technology is advancing at an unusually disturbing rate." Peter says. "Where do they have these resources?" He wonders.

"Po's the strategist, Raina is the recruiter, where are they getting the money?" Ava asks.

"Maybe the clairvoyant?" Simmons suggests.

"That makes sense. If I could see the future, I'd go straight to Las Vegas." Fitz says.

"Whoever behind them may or may not be psychic, but they're one step ahead of us every time." Coulson says and leaves to update HQ on what they have.

Raina is waiting in the truck when Po returns from speaking with the clairvoyant.

"What did he have say?" Raina asks him.

"I'll share the information when the time is right." Po tells her.

"Will I ever learn what he looks like? Or what his grand scheme is?" Raina asks Po.

"The last few people who tried to learn all of that had their private jet crashed over the Atlantic Ocean." Po says referring to the Parker family who had to be killed to keep their secrets from getting out.

"I understand." Raina says.

"But I did tell him about you. Spoke at length about your many virtues." Po tells her.

Coulson and Mike start planning their next plan of attack when Coulson changes the subject quickly to ask why Mike hasn't seen his son since Union Station.

"Last time he saw me...I was a monster. My kid saw that." Mike explains to him.

"You can't fix that from here, though. And staying away, not being there...I've seen firsthand what a kid not having a father can do." Coulson says.

"Last thing I want to do is hurt Ace." Mike tells him. "He's...he's my son, but maybe he's better off without me." Mike says.

"Mike, I'm gonna tell you something that only a handful of people know." Coulson says and gets ready to tell his story. "Fifteen years ago, I was assigned to make sure a friend of mines son was safe. I didn't know if I could protect him and keep my life from his. Maybe he'd be safer in the system away from S.H.I.E.L.D. But then I remembered I made a promise to protect him, and I wasn't gonna trust some stranger to make sure he would be fine. When you care about someone, your friends, family, you unconsciously make a promise to protect them. It's not an easy thing to do, but we have someone waiting for us, someone who looks up to us."

"What's his name?" Mike asks.

"Peter. You would know him better as S." Coulson says and Mike is surprised.

"The same S that's downstairs in the labs?" Mike asks.

"I was once worried he wouldn't cut it for this life, but now he's one of S.H.I.E.L.D.'s best. Which is why you have to think about your son. Before committing yourself to this life." Coulson warns him.

Mike goes back to his room on the jet and gives him a call.

"Hey, Ace." Mike greets when the phone gets picked up.

"Dad!" Ace shouts happy to hear from his father.

"It is so good to hear your voice, buddy." Mike says happy. "And I'll be able to come home soon and see you for a bit."

"Awesome! Then maybe you can meet my new friend." Ace says which is now worrying Mike. "She says she knows you. She's right here."

"Ace, whos there with you? Where's aunt Mindy?" Mike asks when he hears the phone being passed over.

"Hello, Mike." The voice of Raina exits the phone. "Remember when I told you I could change your life?" She asks and now Mike realizes Ace is being healed hostage.

"They want a trade. Ace or his father." Coulson says. "They've set a time and a place."

"They want to experiment on him, possibly to determine how he still has his abilities." Peter puts together.

"And were just gonna let them?" Ava asks believing they can take these guys. "I mean, this is one of the heads of Centipede, we take her in, Centipede gets dragged." She states.

"No, not this time, Ava." Peter tells her. "Too much is on the line."

"They gave him specific instructions." Coulson informs them. "I called HQ and told them to stand down."

"Stand down?" May asks. "We should at least have a hostage rescue unit in support of this."

"They sure they would murder my son." Mike tells them.

"Any electronics, comes, any sign of surveillance and they'll terminate the arrangement." Coulson says.

"I'll give myself up, no problem, get him back." Mike asks looking to Peter.

"I'll make sure he's safe." Peter promises.

"I don't care what happens to me, as long as Ace is safe." Mike tells them.

They meet up at the arranged meeting which seems to be a road under construction.

"At least let me help escort you to the exchange." May asks them.

"Mr. Peterson asked for me, I'm bringing Peter. It'll be fine. And if things go south, I need you to be here if we need to get away." Coulson says and exits the vehicle.

While they're doing that, Fitz-Simmons is using a non electronical way of tracking Mike so they can save him wherever he goes.

Coulson, Peter and Mike are heading down the construction while Ward is taking point from a distance with a rifle ready to shoot if needed to.

"I'm gonna make this right, I swear." Mike promises them.

"What's that mean?" Peter asks as they stop in front of construction that blocks Ward so he can't shoot.

"Hello, mike. Is been a while." Raina says and sees Peter. "Agent S, I've heard so much about you." She informs Peter and he holds back the urge to hit her. "I don't believe I've had the pleasure." She says seeing Coulson.

"Lucky for you." Coulson replies and even Peter was impressed by that.

"I have to thank you, Mike, for holding your end of the deal." Raina tells Mike.

"Let's get this over with." Peter says getting annoyed by this woman.

"Give us Ace, and you can have Mike." Coulson states.

"That wasn't the deal." Raina informs them and Peter looks to Mike and gets his blade that's kept alongside his web shooters ready for attack. It's not a weapon he likes to use, he has it to be safe.

"I'm so sorry." Mike apologizes and they realize it wasn't Mike they wanted.

"What's happening here, Mike?" Coulson asks.

"Well, I'm exchange for his son, we asked Mike to deliver the two of you." Raina says and now Peter gets his blade out and puts it against her throat.

"Nothing happening, flowers." Peter informs her, his parents died so this wouldn't happen, he wouldn't let that be in vein.

"Sadly, S, my employer asked me to keep you back. I don't know why but he says you are part of a bigger picture. We want him." Raina says looking to Coulson.

"Why would they want him?!" Peter asks since they've been researching everything about Peter, never shown any interest in Coulson.

"S, stand down." Coulson tells Peter and he does and retracts the blade.

"I'm so sorry." Mike tells them.

"Let's finish this." Coulson says and they bring Ace out of the vehicle and Mike runs to him.

While their attentions on them, Coulson looks to Peter.

"Stay strong, kid. I know you'll find me." Coulson tells Peter as he raises his eye lenses and he can see the tears in his eyes.

"I lost too many people in my life, I can't loose you." Peter states to him.

"Like I said, you'll find me." Coulson says. "Just Don't do anything stupid." He says before he gets tranqed and gets dragged into their car.

Peter walks back with Mike and the others a]start badgering them with questions about what's happening while May calls for backup.

"Ace, I go to make this right. Daddy loves you so much, Okay? Stay with Skye." Mike tells Ace before running to save Coulson.

Peter's senses go off and he realizes what the containers are filled with.

"Mike!" Peter shouts before trying to run after him when the containgers exploded with Mike in the center of the explosion and pushes Peter back and knocks him out.

"Peter!" Ava shouts and runs to check on him when they see Coulson with Raina inside a helicopter taking off.

"We're landing in half an hour." The Pilot of the copter tells Raina.

"Whatever this is, whatever you think you're doing, it won't work. I won't give you what you want." Coulson says believing they're still after information about Peter.

"Oh, you will. And what we want is simple. We want to know about the day after you died." Raina says and Coulson doesn't understand why that matters to them.

Chapter Text

It's been a while since Coulson has been taken, and Peter hasn't stopped following any lead he could find in order to find his uncle. His current lead is someone who has ties to Centipede and running away from Peter down the hallway of the building. He turns and tries to shoot Peter but he dodges every bullet by acrobating off the walls.

Peter uses the ceiling to stand on and grabs the man off the floor and raises him to his level.

"I'm gonna ask this once...where is Philip J. Coulson?" Peter questions and sees he's not talking.

"I can take you in hot, or I can bring you in cold." He threatens and pulls out the blade from his wrist and places it on his neck.

Back at the Bus, most of S.H.I.E.L.D. has taken over most command of the plane, including agent Victoria Hand.

"The Chitauri metal he was selling is an exact match to what Centipede used for their device." Simmons says happily they have a solid lead.

"We find Centipede, we find Coulson." Ward agrees.

"Great. Then Peter can maybe give the bad agent a break." Ava comments since Peter hasn't been himself ever since Coulson's been missing.

"Yeah, I mean, it's been 36 hours since Coulson has been taken. Last time he was this long without Coulson, it was when he was in Tahiti." Fitz states to her.

"What helped get him through it?" Ava asks them.

Fitz-Simmons think back and look to Ava. "You." They both infirm her.

"He spent those months training you, he barely remembered Coulson was gone." Simmons explains and that statement surprised Ava.

"Oh, joy. Hand is giving another briefing." Fitz says and they look to the monitors to see that she is.

"Any progress with the Vanchat guy?" Ward asks, referring to the man who Peter captured.

"Nothing actionable, agent Ward, but I have my best interrogator in there right now." Hand assures him. "Vanchat will talk, and rest assured, when he does, not a single stone will be left unturned until we take down Centipede."

"And find Coulson." Peter adds on when the alerts go off on the computers.

"Someone's hacking the system." Hand warns and they know exactly who.

Peter reaches Skye's room and opens the door to see her trying to hack but the bracelet isn't allowing her.

"Perfect timing, can you override this for me?" Skye asks Peter.

"What do you think you're doing?" Hand questions her .

"The money trail is the best lead to finding Coulson. I just need to gain access to Vanchat's financials, and from there, I should be able to trace Centipede's payments and then hack into their account." Skye explains to Hand.

"I want you off this plane immediately." Hand tells Skye.

"What?" The team asks, not understanding why she wants her gone as Hand walks away.

"I know I'm not some badass field agent like May, Ward, or S, but this is what I do." Skye says following Hand through the plane. "You can't just kick me off the mission. I will do whatever you say, all this protocol crap doesn't matter to me. All that matters is Coulson."

"Well, all this protocol crap matters to me." Hand informs her. "You're a distraction, and you're gone."

"Agent Hand, I know Skye's methods are unorthodox, but she's a member of this team." Ward states and they all agree she can help.

"S, your professional opinion." Hand asks and they all look to Peter. "Will she be of any use on this plane?" She asks and Peter thinks for a minute before deciding.

"No." Peter states and that shocks the team.

"Increase her restriction level. Confiscate her laptop and phone, then have her delivered to debrief." Hand tells the agents.

"I'll do it. I'm her S.O." Ward offers and Hand lets him.

Skye gets her things and heads for the doors with the team, all except Peter and May.

"I know Peter's worried about Coulson, but that was way out of line." Skye informs them.

"Not many people understand Peter, he's been trained in so many art styles and mental styles, there's no way to completely understand him." Ward tells her.

"Don't worry, when Coulson gets back, he'll get back to his normal self." Ava promises.

Fitz-Simmons bring her a bag that has a satellite phone damper resistant that will work through her bracelet.

"What am I gonna need this for? I'll be spending the next three days in a S.H.I.E.L.D. closet betting debriefed." Skye states to them.

"That's right. A few agents are coming to pick you up...in exactly 12 minutes." Ward replies and Skye now gets they're telling her to get out of here.

On her way out, she sees someone looking at Coulson's car. "Don't touch Lola." She warns him while leaving.

As to where Coulson is, he doesn't know himself as they have him hooked to a machine that's having him relive his days in Tahiti.

"It seems you passed out." Po tells Coulson as he sees him. "Now maybe you're ready to share what memories you're seeing."

Coulson tries remembering what happened, then it all comes back to him regarding everything. Peterson, giving himself up to save his team.

"I saw...Jordan...hitting that game-winner over the Russell in the '98 finals." Coulson lies, not wanting to give them what they want.

"Agent Coulson, were gonna turn the machine back on and open your mind. It's time to stop fighting it. If you don't, you won't survive the process." Po warns him.

"I'll let you kill me before I give you anything." Coulson states. "Seems like that's your jam anyway. Murdered Mike Peterson in front of his own son."

"Mr. Peterson chose that end. We gave him his life and his child unscathed. You're just upset because that man's death hit so close to home, seeing a boy lose a parent at such a young age." Po informs Coulson. "As you and your friends kid did." He states.

Coulson looks worried as he's talking about Peter. "What do you know about him?" He asks Po.

"We know everything that there is to know about Peter Parker. The Clairvoyant saw him, and what his powers possess, and who he is." Po says and now that isn't good news for anyone.

"I hate to break it to you, but your telepathic friend is a fraud." Coulson replies to Po. "Otherwise, he'd know whatever you're looking for, and I wouldn't be here."

"It's true. This is strange." Po agrees with him. "My friend can see that you died. You went cold. Your heart was torn to pieces, along with Peter's seeing his last family member dead. What the clairvoyant can't see is is what happened after. How you were brought back from the dead. For some reason, Agent Coulson, you're different. Why is that?"

Coulson doesn't give him anything and they start doing it the hard way.

Skye is trying to find a way not using technology to follow her own way to find Coulson and is reading a magazine about banking and finds a investor offshore account that's being questioned, Lloyd Rathman.

Skye sees the article and sees he could be her way to find Coulson. She located where he was gonna be and disguised herself as a valet and takes his car to find his home address.

She tries to find his home address with his online GPS but gets locked out because of the bracelet.

Skye quickly Paris and needs to find another way in.

"Okay, Skye, Jay need a plan B." She tells herself and notices the car has a personal emergency response built in and she gets her plan B. She starts driving again and drives into some road signs and gets a alert.

"Roadside assistance. We see you've had an accident."

"Yeah." Skye confirms. "Can you send somebody to tow me back to my house?" She asks.

"Of course. I'll dispatch someone right away." The person on the phone confirms for her and her plan is working.

Coulson gets dragged out of the machine and onto a bed and gets handcuffed and they leave him be. But what they didn't see was that he stole a plier and he starts picking the lock on the handcuffs. After all, he's the one who taught that skill to Peter.

Back on the Bus, Peter goes to interrogate Vanchat himself since nobody else is able to get anything out of him.

"Time to talk." Peter tells him. "The names of all your buyers, alphabetically would help."

"I'm not telling you anything." Vanchat states to him.

"That's how you want to play it?" Peter asks and buckles himself as the roof starts opening up, curtesy of Fitz-Simmons, and it starts pulling Vanchat into the air and he grabs onto the table.

"I've got all day." Peter tells him since he isn't being effected by the wind.

"All right! I'll talk!" Vanchat promises and Peter knew that would work and they shut the roof.

Coulson got out of the cuffs and waited for someone to unlock the door and he races outside to see he's in a town filled with mannequins in the middle of a desert somewhere.

"The town that the bomb forgot." Po informs Coulson who looks to see him on the porch. "It was built in the '40s for nuclear testing, but when the Cold War ended, the town was spared."

"Not exactly prime real estate." Coulson quips.

"True. There's nothing but desert for hundreds of miles." Po confirmed his worst fears. That just means there's nowhere else to run. "But I really like it. It's nice here. The children are always playing."

As he keeps talking, Coulson tries walking up to him, but one of his men interrupt him and stop him.

"Shall we get back to it, then?" Po asks regarding putting him back onto the machine.

Skye makes it to Lloyd's house and uses his garage opener to get inside and sees how many cars he owns while getting to his computer but knows she can't get on it without the bracelet blocking her.

She then uses his phone to call saying his car was stolen and he needs to return home and looks for anything she could use to blackmail him.

As soon as he returns, Skye was waiting for him by the doors. "You're in a lot of trouble, mr. Rathman." Skye tells him.

"Who the hell are you?" Rathman asks her.

Skye also spent some time to make herself look as much like May as she could. "Agent Melinda May with S.H.I.E.L.D." She lies to him.

"Look, clearly there's been a misunderstanding. I'm a legitimate businessman." Rathman tells her.

"S.H.I.E.L.D. has evidence your company has been siphoning funds into an offshore account for some bad people." Skye informs him.

"My clients' business is their business." Rathman replies to her.

"Well, my business is catching those guys, and if it turns out you've made a profit from any of them, S.H.I.E.L.D. is prepared to freeze all of your assets." Skye says.

"I'm calling my lawyer." Rathman says and takes out his phone.

"Do that and my offer's off the table." Skye warns him. "I'm offering immunity. You walk, free and clear. Say no, you spend five years in the Fridge." She warns him.

"What do you want?" Rathman asks.

"Follow me to your office we've got work to do." Skye says and as they pass the doors, Rathman activated his silent alarm.

Back on the Bus, they look into all the information Peter was able to get from Vanchat.

"His intel is paying off. We're pursuing every buyer of Chitauri metals around the globe. The largest being a warehouse in Sydney." Hand tells everyone. "This is our chance to take down Centipede. I want everyone on full tactical."

"And Agent Coulson?" Peter asks.

"If we're lucky, he's being held in Sydney." Hand tells him and dismisses everyone. "First, you send your friend off and she never arrives for her debrief, then you almost send Vanchat a million feet flying. Do we have a problem?" She asks him.

"You people weren't getting answers, so I stepped in being the best tactical guy on this Bus." Peter tells her.

"Without permission?" Hand questions.

"When have I ever followed protocol? Fury says it's what makes me a good agent." Peter states to her and leaves her.

Ava sees this as a chance to talk to him about what he did to Skye and pulls him into his bunk.

"Why'd you throw Skye off the plane?" Ava goes right to the point. "I know we have ups and downs, but wasn't that too far?"

"Skye works best outside of S.H.I.E.L.D. She won't be any help here with everyone looking over her shoulder." Peter explains to her and now she's starting to understand and sees he gave her a change to find her now what to Coulson.

May is at the wheel when she gets new coordinates and turns the Bus around and heads to the location where Coulson is being held.

Back with said Coulson, they have him reliving his memories until they find what they want.

"A.H.I.E.L.D.'s gonna Fine me before you break me." Coulson promises Po.

"Well, the Clairvoyant sees an end to all that." Po determines before tasering him again.

"He doesn't look so good." Raina states seeing Coulson bruised and tired.

"What took you so long?" Po asks her.

"I was tending to our other subject." Raina tells him.

"The persuasion skills I've spoken to the Clairvoyant so much about would be better served here with me, breaking him." Po replies.

"I would never use force to bend a man to my wishes."

"He's being difficult."

"He's being beaten."

"Into submission." Po exclaims. "The Clairvoyant requested it and will tell me to..." he gets Interrupted by a phone call and answers it seeing it's the Clairvoyant. "Yes? No. Well, I've only just begun/ my methods are sound. Right here. Yes." He says and hands the phone to Raina as the Clairvoyant wants to speak to her.

She takes the phone and listens to what he has to say. "I agree. Thank you." She says as the Clairvoyant uses a device to kill Po from wherever he is and has place Raina in control.

"This is turning into an interesting day, isn't it?" Raina asks Coulson.

"So you're my friend now? Because I've seen what you do to your friends." Coulson comments.

"Mr. Po? He was a murderer incapable of remorse." Raina tells him.

"I was thinking of mike Peterson, Chan Ho Yin, and all these threatening things I see you have on my nephew." Coulson explains to her, hoping maybe she has some answers to his questions,

"I have them what they asked for. Mike wanted to be a hero to his son." Raina defends.

"Did Akela Amador want a bomb in her head?" Coulson asks her.

"The people you work for are just as capable of using cruel means to reach a justified end." Raina justifies.

"And who do you work for, Raina?" He asks. "The Clairvoyant?"

"Yes. Today was the first time I personally made contact. My heart's still racing." Raina tells him.

"He has you building super soldiers."

"The Clairvoyant gives us guidance, formulas. Even gave us a perfect candidate to get everything we need to change the world. The world we need Peter Parker to show us the path." Raina explains.

"You need his blood to perfect the serum because he's already a super soldier. But you already have good enough soldiers, what's next? Make people strong, control them. You can even kill them, why do you need me or him?" Coulson questions.

"Peter is the perfect way to create soldiers without the formula. A drop of his blood will become the dominant DNA of anyone it's placed into. And after we have that, all we need to know is how to bring them back to life." Raina explains and now Coulson understands.

"You were killed. And now you're alive, we want to know how. Don't you?" Raina asks and Coulson doesn't understand. "I'd like to turn that machine on again. It induce the brain-wave frequencies to help uncover the secrets buried in the subconscious. If you cooperate, you can surf those waves."

"I've gone surfing. That is definitely not like surfing." Coulson informs to Raina.

"You've been resisting. Fight the wave and you'll drown. Your brain will fry." Raina explains.

"Then that's gonna happen, or my team will come and save me." Coulson replies. "Either way, you will not get anything from me."

"I'm not interested in those secrets." Raina informs Coulson. "The Clairvoyant can see within any agency, any government. He knows what the president dreams about at night. I want what you want. To uncover a secret. The secret S.H.I.E.L.D. is keeping from you. And you're clinging to the thing you have. Fond memories of your recovery."

"So this person you work for told you I died and have gaps in my memories. Ever think your mind reader is looking up symptoms online?" Coulson questions.

"I was also told it keeps you up at night, the thought of someone out there is still looking for your nephew, you crave answers about that plane crash that took his parents lives." Raina informs him and Coulson is starting to believe something is up with this Clairvoyant.

"They kept secrets for a reason. It was to protect Peter, so I would suggest leaving him alone. I trust S.H.I.E.L.D." Coulson informs her.

"But why is S.H.I.E.L.D. keeping details of your death from you?" Raina asks him. "They're your family. The only family you have except Peter. Now, after all you've sacrificed."

"Sacrifices are part of the job." Coulson informs her.

"You didn't just give your life, you given up a chance of Peter having a normal life." Raina states. "I mean, he had a taste of normalcy, and it got an innocent girl killed." She states referring to Gwen. "But you know how it feels to loose someone you love, so you two share that."

Coulson knows she's referring to the cellist who he was once dating. "And she did love you, Agent Coulson. Just as much as Gwen loved Peter."

"How could you possibly know that?" Coulson asks.

"Don't you two miss them? Clairvoyant says Peter never truly recovered from Gwen's death. Don't you miss those dinners at the Richmond? Do you miss hearing her play? You didn't even have a chance to say goodbye."

"I couldn't, I can't." Coulson states knowing it was Peter who has to break the news to Audrey about his death.

"She cried for days after Peter told her you died. It hurt both of them with a lie until they told him you were alive, and what he told her was a lie. And now they're still lying to you." Raina tells him. "I know you don't want to believe it, but you can't tell me nothing makes you doubt, makes you wonder what happened in Tahiti. Don't you want to know the truth?" She questions and Coulson knows it's time he got some answers.

With Skye, Rathman sees the information she wants him to look into. "You want me to hack into a Swiss bank account?" He asks her.

"Just need you to type in your private corporate I.D. to get me in the door." Skye explains his part of the plan.

"Letting you in there is a crime." He informs her. "How do I know you're not some criminal? In my experience, a Agent shows a badge."

Skye then takes his phone and waits for the bracelet to lock him out. "There's My badge." She tells him. "S.H.I.E.L.D.'s been watching you for some time, mr. Rathman. You're a prime exploit. The gambling, divorces, that money pit in the caymans. You're even behind on your child support payments."

"That's a clerical thing, she knows that." Rathman tells her.

"Does David know that?"

"David thinks I'm a cool dad."

"David thinks you're a jackass." Skye corrects him. "You've got to fix that, Lloyd. Kids need someone to look up to. Now, start typing."

They get interrupted by his security coming in and Skye uses the skills Ward taught her and steals his gun and aims at his partner.

"Okay, I'm typing. You S.H.I.E.L.D. guys don't mess around." Rathman comments before getting to work. "All right, were in, but you do realize you can't transfer these kinds of funds online."

"I'm not looking to transfer funds. I'm looking for transaction records." Skye explains to him. "Go to your account history. Need to open up a terminal emulator, see what kind of encryption they've got. If it's an SSL 256 or an A.E.S. twofish serpent, were in business."

"Account history, where's that?" He asks her.

Skye gets annoyed and sees he's hopeless and looks to the security guys and replaces one of them with Lloyd.

"Second line, press return." Skye works him through it.

"So, this Vanchat, is this the guy you're trying to bust?" He asks Skye.

"No, we already have him in custody. What I want to know who's recently paid Vanchat a lot of money. I backtrack those payments to the buyer's account and get a record of all the purchases she's made, maybe use it to track her down." Skye explains as he gets what she wants. "Let's see what you've been doing, Raina."

"So are we done here?" Rathman asks her.

"One last thing." Skye says and takes the keys to his car and leaves.

Fitz-Simmons have come up with a way to stop the Centipede soldiers powers when Skye calls on her satellite phone Simmons gave her and says she might have a location on where Coulson is.

"We're about to launch an assault on Centipede and you and your team want to follow a hunch from Skye?" Hand questions Peter.

"She did what she does best, and it's not a request. It's happening." Peter informs her. "You're taking the team to stop Centipede, I'm going to save Coulson." He says as he gets on his motorcycle and Ava grabs onto him and drives off with the others driving the S.H.I.E.L.D. jeeps.

"What makes you so sure this machine will even work?" Coulson asks Raina.

"It worked on me." Raina admins.

"Before we start, What's with the flowers?" Coulson asks since it's a strange fashion choice.

"Who doesn't like flowers?" Raina answers before staring up the machine.

Coulson then starts seeing he's back on the Helicarrier and sees he's bleeding out with fury and Peter in front of him and knows this is the day he died.

The scene then changes into Tahiti, nothing new for him when someone approaches with drinks.

"Listen to him!" He says and Coulson sees e gets replaced by a doctor. "Who orders this?"

"Director Fury himself." The woman giving him a massage answers and now Coulson is getting seriously confused.

Coulson keeps focusing and sees how everything is changing. The sun changes into a bright light, the table he's on turns into a surgical table. Even his words are getting changed.

Then, everything goes back to the beginning, seeing Peter's eyes break into tears as he takes his last breath, getting zipped into a body bag, seeing some form of a serum and surgical equipment everywhere.

"He's drifting." A female voice tells another person.

"This is wrong." The man from earlier states.

"Can you feel that?"

"Listen to him! Who ordered this?"

"Director Fury himself."

"This is wrong!"

The doctors keep arguing when Coulson looms up to a mirror and sees that his head is open and something is messing with his mind.

"Let me die, please." He hesrs himself begging. "Please, I'm begging you, let me die. Please. Please let me die. Let me die!"

On the roads, Peter and Ava are the first to arrive as a dozen of Raina's men come to stop them.

Ava then takes out both their Night-Night guns and starts shooting them down as Peter parks the motorcycle and starts hearing Coulson's screams and starts running to it.

"Stop fighting it, Agent Coulson." Raina asks as the doors open and Peter webs the men in the room quickly and sees Raina.

"It's for his own good." Raina tells Peter before he webs her and pulls her toward him and he gives her the strongest punch without killing her he could give and he runs to Coulson.

"Please, let me die!" Coulson begs and Peter doesn't understand what he's saying before he just stabs the machine with his blade and destroys it.

"Uncle C, it's me. Come back, please, I need you." Peter begs as he rips off his mask to see his uncle.

"Peter?" Coulson asks hearing his voice.

"It's me, I'm here." Peter says and he's happy to have him back and the people who took him.

They brought Raina to a S.H.I.E.L.D. squad who's bringing her to the Fridge. Coulson even removed Skye's bracelet so she won't be on any watchlist.

"Bet there won't be any flower dresses where she's going." Peter tells Ava.

"Amen to that, and I'm happy to see you're back to yourself." Ava tells him.

"Yeah, sorry about all that." Peter apologizes to her.

"No need to apologize. If it was my family, I'd been the same way." Ava informs him.

"Now all that's left is to find the Clairvoyant...before they get to us again." Peter says referring to what Coulson said about them wanting him to create unstoppable soldiers.

"Hey, if they want to get to you, they go through me first." Ava states while nudging his shoulder. "And I will never let them get to you. I promised you that, remember?"

"Yeah, you did." Peter says while smiling. "I ever tell you how it's been amazing, training and working alongside you?" He asks.

"No, I haven't heard that before." Ava informs him.

Peter nudges her shoulder back happy to have everything back to normal. At least their style of normal.

Chapter Text

Coulson has been looking further and further into what he was able to get, and he was able to get the file on his death and recovery. While everyone else gets told of an incident that happened at the Academy, a device was used to instantly freeze a pool.

"We drew up those concepts years ago. We didn't know they'd be applied in that way." Fitz says as they look over what they were given about the incident.

"This is the device that was found in the frozen pool?" Skye asks looking over it herself.

"Yeah, the instantly frozen indoor pool. It seems like it was planted days before, like it was planted for those people." Ava corrects.

"Well, as far as they can tell, the device used a crystalline nucleation process I designed." Simmons tells them.

"And a delivery mechanism I invented." Fitz tells them. "Which is why we're being asked to consult on the investigation."

"So were going to the Academy?" Ava asks since she's never been before.

"The science and technology division." Peter explains.

"Agent Weaver asked if you two could speak to the student to calm him down." Ward tells Fitz-Simmons.

"After we drop off all of you, Coulson and I have other matters to attend to." May warns them. "By the way, Peter, they sent you the package." She says and passes the package.

"What's that?" Ava asks.

"It's for you." Peter explains and hands it to her.

Ava is confused about what it could be and opens it to see a uniform that resembles a tiger in white and black with a place to put her emblem on the belt. "What's this?" She asks him.

"It's your new uniform, White Tiger." Peter explains to her and pulls it out so she can see the full design. "Bulletproof, knife reflectance, strong fabric, durable to anything it has to throw at it, even fire." He says and she looks over the suit itself.

"Well, I've always looked good in white." Ava jokes loving the suit.

They make it to the Academy and Ava changed into the new suit and as it turns out, there's a spot on her mask where her hair actually flows out from.

"Thi was the SSR facility before S.H.I.E.L.D. was even founded." Peter says looking at the facility. "Uncle C loves history."

"Is this where you got all of your PhD's?" Skye asks.

"No, you need at least one to get through the door." Simmons explains.

"No uniforms, no rope course, no defined muscularity on anyone." Ward comments looking at everyone.

"No marching in place, no I.Q.'s in double digits." Peter says back since he's probably S.H.I.E.L.D.'s only strong scientist.

"There they are." Agent Weaver greets them. "So good to see you." She says while shaking their hands. "Agent Ward, Agent Ayala, S, pleasure to have you."

"Agent Weaver." Peter greets. "There's a list of suspects?"

"Based on the level of intelligence it would take to put a device together like the one we found, we've narrowed it down to the top 10% of our cadets." Weaver tells them. "I'm worried there's a bad seed."

"I know you've already questioned the victim, but I have a few questions I'd like to ask myself." Ward tells Weaver.

"I'll arrange for you to talk to Seth Doemer when he's out of class." Weaver promises. "In the meantime, I'd like to get agents Fitz and Simmons settled into the lecture hall." She says and pulls them away.

"Look at them. The popular kids. Who knew?" Skye states.

"We all did." Peter says. "Come on, while we have a minute." He says and pulls Ava with him.

Thy head into the Acadamy and ga looks around. "How do you get used to walking around in this all the time?" Ava asks him.

"It's a bit tight in some areas, but you get used to it." Peter says as they walk up to the Wall or Valor. "I like to come here when we are here." He says and Peter points to the list.

"They say S.H.I.E.L.D.'s history can be read on walls like this." Ava says and starts looking over the list until two names stick out Richard Parker Mary Parker. "Oh, now I see it." She says and looks to him.

"Yeah, I've been trying my best to figure out who they were, but Fury says mostly everything went down with them. But he promises to keep me updated when he finds something new." Peter says.

Fitz-Simmons are in the lecture hall while Weaver is introducing them.

"Today, we're proud to welcome back two of S.H.I.E.L.D. Academy's finest, our youngest graduates to date. You know their names. Please join me in welcoming agent Leopold Fitz and Agent Jemma Simmons." Weaver says and the entire hall starts clapping for them.

"Thank you, Agent Weaver." Simmons thanks. "It's nice to be back, unfortunately, it has to be under these circumstances."

"If you don't know the history of S.H.I.E.L.D. by now, there's no excuse...unless you fell asleep in Professor Vaughn's class, that's a perfectly acceptable excuse." Fitz jokes and everyone laughs at that.

"Our instinct as scientists is to move forward, advance quickly, push the envelope. But given recent events, it makes sense to reflect back on our history." Simmons continues.

Ward is with Seth asking him if he knew anyone who would be after him. "You know any reason a top student would want to go after you?" Ward asks.

"No, the top students are my friends. It's competitive here, but we don't resort to knocking each other off." Seth tells him. "This isn't operations, no offense."

"None taken. All these names you would consider friendly?" Ward asks and hands him a list.

"Well, not Donnie Gill." Seth says. "I barely know the kid. He doesn't talk to anyone."

"And he was at the pool." Ward says.

"Studying, But I don't think he's the guy. He has trouble communicating with anyone below a 170 I.Q." Seth explains.

"And S.H.I.E.L.D. was founded after the SSR was able to defeat the nearly indomitable force known as HYDRA." Fitz says and Peter's head starts to hurt at the mention of HYDRA for some strange reason.

"Hey, you okay?" Ava asks him.

"I...I don't know." Peter admits never feeling like this.

"We tend to forget that these organizations." Simmons says. "HYDRA, Centipede, A.I.M. Were also made up of extremely brilliant scientists, men and women who started with the same unlimited potential as you or I."

"Potential can sometimes be dangerous. Plutonium has the potential to power a city or to be a nuclear bomb." Fitz adds.

"Today we would like to share a few stories from the field in which we learned this lesson up close and faced the consequences when untested technology or biology lands in the wrong hands. And don't worry, we brought pictures." Simmons Jokes wine Peter's senses go off again.

"Oh, god!" Donnie calls out and they all look to him. "What is this?!" He asks as they look and see he's being frozen. "Help me! Make it get off!" He begs as it completely freezes him over.

Peter runs up and is joined by Fitz-Simmons. "Find exposed skin." Simmons tells them. "He need glucose to raise his body's natural freezing point."

"I need something to break the ice." Fitz says when Peter interrupts by using his strength to break a piece off of his neck. "Right, that works too." He states.

Simmons takes sometime to raise his body temperature. "Somethings doing this to him. Find it." Fitz tells them and Ava finds it under the seats and crushes it using her tiger strength.

As soon as it's broke, Donnie gets free of the ice and they help him out of the room.

"And you can't think of anyone here who'd want to hurt you?" Ava asks Donnie.

"I don't know anyone." Donnie admits.

"Donnie, I'm gonna have you escorted back to your room." Weaver tells him. "You get some rest and stay warm." She says and he leaves.

"No genetic materials or prints found on the device." Fitz tells them. "Components are rare and expensive."

"Freshman pranks are traditional, but these are something else." Peter states. "This was actual attempted murder."

"So, Donnie was the intended target all along?" Ward asks. "He have anything in common with the cadets at the pool?"

"These kids were popular. Donnie was...not. Donnie hadn't made any enemies here, but he hadn't made any friends, either." Weaver tells them. "Youngest we've had since Fitz-Simmons here. 190 I.Q. And failing out of high school when we met him."

"Bored out of his mind." Peter states.

"If things went well, we were considering graduating him early and assigning him to the sandbox." Weaver admits,

"Wow." Simmons exclaimed. "He would love it There.

"And I would've been bored out of my mind." Peter admits.

"Agent Weaver, keep working with investigations, interviewing cadets." Ward asks and she leaves. "She won't find much. We train cadets to keep secrets." He says.

"How about we visit the boiler room?" Peter asks.

"The What?" Ward asks.

"We'll explains on the way." Simmons says and they all leave.

"Fitz, how about you go talk to Donnie. He's withdrawn, might know more than he's letting on. You're a hero. Looks up to you. Even if he knows nothing, he could use a friend." Ward explains.

"Tats a nice idea." Ava states.

"The tin man has a small heart." Peter jokes as Fitz goes off to do that.

"S.H.I.E.L.D. Keeps an eye on everything that happens within the walls, so in the late '60s to escape the cameras, a few cadets started sneaking down to the boiler room to play cards, exchange ideas." Simmons explains.

"So you all cram into the boiler room?" Ava asks as they make it and hear music and much more.

"Well, we made some improvements over the years." Simmons admits as they see everything in the room.

They take some time and have everyone split up to see what they could get from anyone, and since everyone knows Agent S, it doesn't take much to get them talking.

Peter was able to get information on someone who wants to get into the Sandbox and recently lost the top spot, Callie Halagain. He thinks she could be a good place to start.

He gets her into a game of pool to ease her into talking.

"Nice shot." Peter says regarding her shot.

"Elastic collision equations, contact point geometry, and practice." Callie tells him. "So, why is one of S.H.I.E.L.D.'s greatest agents hanging out in the Boiler room?" She wonders.

"Looking for the smartest mind you have in the room, trying to put together a Top Shadow unit." Peter quickly lies.

"Shadow Unit for what exactly?" Callie questions.

"Not much to say about it that isn't classified, but that tech used in the lecture hall, could come in handy for assignments." Peter says and she starts to get interested.

"Even though Donnie and Seth got hurt?" Callie asks.

"They're still alive. Accidents happen in science." Peter admits.

"Probably the best thing that's happened all year." She states and that gets Peter's attention.

"What exactly do you mean by that?" Peter asks her as she asks another hit at the pool.

"I'm just saying they got to meet Agent Fitz. They've been talking about it for weeks." Callie tells him and Peter doesn't understand that. They were ordered to come here just this...morning.

Donnie wasn't the victim, he was the designer. The device must've either short circuited or he wanted it to go off to get Fitz to talk to him. "Talking about it to whom?" Peter asks.

"Each other." Callie explains, and that means that they were both in on it.

Peter quickly contacts Fitz. "Fitz, tell me you're still with Donnie." Peter begs his friend.

"I just left him, why?" Fitz asks.

"Donnie and Seth, they staged their attacks to lure you and Simmons to the Academy and to remove them as suspects." Peter explains.

"Relax, you're overreacting. We just had a little hang session. I was helping him solve his...power problem ." Fitz was explaining until he realizes what he just helped fix.

"He's got a bigger version of the machine, doesn't he?" Peter guesses when Fitz hangs up and he takes that as a yes.

Fitz runs back to Donnie's room and sees that he has, as Peter suspected, in fact created a bigger version of the device.

"That's what you're trying to power. A bigger version of the ice machine?" Fitz asks him.

"You weren't suppose to see this." Donnie says when Seth comes up and uses a small air cannon on Fitz sending him into the wall.

"We need to move." Seth tells Donnie and they begin moving the machine.

Coulson and May have returned from their mission on finding out more about Skye's parents and all they found was bad news and they join them back on the Bus.

"Any word on the missing cadets?" Coulson asks them.

"Ward's coordinating the search effort with Agent Weaver. They've set up a perimeter and are going building to building." Simmons says.

"How dangerous are they?" May wonders.

"Extremely." Peter answers while removing his mask. "This is a device that can turn any moisture around it to ice very fast, at a great range."

"But Donnie's a good kid. Just felt isolated." Fitz explains. "Seth must've befriended him to manipulate him, using him to finish the...product"

"Product?" Ava asks.

"I think they have a backer." Fitz explains his wording. :the device, the components are rare and expensive, nothing either of them could find in the open market themselves."

"If the parts are rare, I can trace the purchases." Skye says.

"Sometimes it's not a bad seed, it's a bad influence." Coulson agrees.

Donnie and Seth have the device in an open field waiting for their employer, who happens to be Ian Quinn, who is on the plane toward their location but after hearing what went down, he's having second thoughts.

"Look, Donnie and I have the device ready to sell, and we solved the power problem, but we ran into some trouble. S.I.E.L.D.'s looking for us now." Seth explains to him through the phone.

"Seth, what did I say was the most important aspect of this deal?" Ian asks him.

"That nobody knows about it." Seth replies.

"Well, now the deal's gonna have to change." Ian says. "Where are you?"

"We're hiding at a parking garage these the Academy." Seth explains. "There's checkpoints set up all around."

"It looks like I'll be turning around." Ian explains, not needing to be caught by S.H.I.E.L.D. "Sorry we couldn't do business."

"No, wait. Can you send a chopper or something to come and get us?" Seth begs the man. "Believe me, it's worth it."

"Prove it, Seth." Ian tells him. "Give me a demonstration. I want to see what I'm paying for in action, right there at S.H.I.E.L.D." He explains hoping that the machine will destroy everything.

"Then you'll come and get us?" Seth asks.

"I wouldn't be able to resist." Ian promises and hangs up before calling his pilot. "The deal is a no go. Return around, go back to the Seychelles." He explains and asks for another drink.

In the parking lot Donnie is having second thoughts but Seth is trying to talk him into doing it knowing their only way out now is Ian.

Donnie sees that they will be in trouble if S.H.I.E.L.D. catches them and then activates the machine. It goes dead for a second before sending a blast of energy into the sky.

Back on the Bus, Skye gets the information and sees it was Ian Quinn who had them make the device.

"We were worried about bad influences? He's the worst there is." Skye states.

"Ian Quinn, this has to be a joke." Peter states.

"Thermopile radiation sensors. Shipped to Seth's father, who's a lawyer for Quinn Worldwide. He's buying their tech." Ava adds.

"This is his m.o. he finds young talent and takes advantage." Skye states.

"Contact Ward and agent Weaver. Have them widen their search to include Ian Quinn." Coulson says and they leave to do their parts when the computers send a weather alert.

Coulson and Skye quickly talk and Coulson explains what he found out about her family.

Donnie and Seth at her as it starts raining hail since their weather machine is working but the hail keeps growing in size and mass for a minute before it stops.

"Is it over?" Seth asks Donnie.

"No. It's just beginning. We're in the eye of the storm." Donnie explains.

"Storm? But crystalline nucleation should only create ice." Seth states.

"It did." Donnie replies as he sees what he's done. "Up there. We seeded the clouds." He says as the storm is becoming a superstorm.

He then turns to the machine ready to shut it down.

"What are you doing?" Seth asks him.

"I have to reverse the process." Donnie says.

"Quinn specifically said he needed a working apparatus to come pick us up." Seth says.

"All the money in the world won't matter if we're dead." Donnie replies to him and Seth sees he's right and they need to stop it.

"That storm can't be stopped." Fitz says. "They're in trouble."

"Where's the device?" May asks them."

"My guess, the center of the storm." Ava states. "I've seen Tornado."

"Ward, he are things on the ground?" Coulson asks to their man on the ground.

"We've got almost everyone safe in the Boiler Room. How bad is this gonna get?" Ward asks them from the boiler room.

"Bad. Can you reach the north campus garage?" Coulson asks.

"I can get there." Ward promises and opens the door to see wind blowing everything off the ground and closes the door.

"Yeah, That ain't happening anytime soon." He corrects himself.

"Is there any way to get to Donnie?" Coulson asks. "Think fast, people."

"We can't just fly the ship into there without the Bus ripping apart." May states.

Peter gets an idea and looks to Coulson. "How about operation High Dive?" Peter asks smiling.

"You know how much I hate that operation." Coulson states.

"You know how much fun I have doing it." Peter quips.

"What's operation High Dive?" Ava asks.

"Something I'm gonna regret agreeing to later." Coulson states. "May, get us in the eye." He asks the pilot and she leaves to the pilot room.

She pilots the plane to over the eye of the storm and Peter grabs his mask and puts it back on while walking to the cargo doors.

"Are you gonna explain what we're doing?" Ava asks him as she followed him.

"We? No, this is an Agent S assignment." Peter replies to her and she stops on her tracks.

"Why?" Ava questions when Peter goes to the open haul doors and looks back at her.

"This is why." Peter says before he does a backwards dive out of the plane into the eye.

"Peter!" Ava shouts trying to catch him as he falls.

"Was he wearing a parachute?" Skye asks.

"No." Coulson says.

With Peter, he keeps free falling through the storm and grabs onto anything he or his webs can reach in order to slow down his descent as he gets closer to the ground.

On the ground, Seth and Donnie are trying to shut the machine down.

"Seth, hold the barium hydroxide chamber in place." Donnie tells him when a bolt of lightning hits Seth.

"No!" Donnie yells seeing he's hurt and they can't do anything and runs to help his friend. "Seth." Donnie calls making sure he's okay but sees he's been injured.

Peter grabs onto a passing tree and runs down its bark and lands on the ground and sees the machine and Seth.

Seeing the life of an agent is more important, he runs to help.

"He's been hurt. Please, you need to help him." Donnie begs and Peter runs to see if there's anything he can do, but quickly feels for a heartbeat and has already gone into cardiac arrest. There's nothing he can do to save him on his own but knows he needs to stop the machine so the plane can land and possibly help.

Peter runs back at the machine and sees they were already working on shutting it down and quickly finishes their work and reversed the storm so it vanishes almost as quickly as it was formed.

The Bus comes in to land and see there was nothing that could've been done to save Seth, no matter what Peter would've done.

Later on, Peter feels guilty about not being able to save him.

"Gotta say, not a fan of operation Sky Dive." Ava sates as she sits next to him.

"You, Uncle Clint, and uncle C are all on the same boat." Peter jokes along with her.

"Where did you learn that maneuver?" She wonders.

"Aunt Natasha." Peter admits and sees she doesn't know who that is. "You'd know her as Black Widow."

"Oh, that makes sense." She states and he laughs at her.

Coulson then returns his office and starts calling Quinn using the number from Donnie.

"Seth, I've got to say, you you have exceeded my expectations." The voice of Ian Quinn leaves the phone.

"We're on to you." Coulson informs him.

"Who is this?" Ian asks.

"Agent Coulson of S.H.I.E.L.D. We never met, but I'm familiar with your work. And your strange obsession with the Parker's." He informs Quinn.

"So this is a get to know you call?" Ian asks.

"No, just a message that the first time your aircraft drifts over any country where S.H.I.E.L.D. has allied itself with, you will be blown from the sky." Coulson warns him.

"So this is a courtesy call. Well, thank you, Agent Coulson. And I actually have a message for you. The Clairvoyant told me to say hello. And that you should hold your nephew close. Because soon, you won't be able to hold him anymore." Ian says and hangs up leaving Coulson to question what he just said and what he meant by not able to do it anymore.

Do they have something planned for Peter? And if so, what?

Chapter Text

Peter Parker, one of S.H.I.E.L.D.'s greatest agents, is as of now crawling across the basement of the house of Ian Quinn with two bullets in him. He tried doing the best he could to stop the bleeding, but his webbing could do so much when he realized that his powers weren't helping save him.

Peter feels nothing but the cold air around him and from the blood escaping him as he's trying to get word out to the others of his location, but nobody knows where he is.

He uses all of his strength to try to reach the door handle, to call out for anyone...but it was too much and he drops to the floor as all of his strength leaves him and he closes his eyes for the last time.

You wanna know how this began? How he ended up here?

It began this morning, when the team found out Ian Quinn was getting a big purchase package from a company called Cybertek Technologies. A complier that deals with advance technologies and research.

Where it gets interesting is they've hired a private security outfit to transport the purchase, all former military men. And it's being transported on a train through the Italian countryside straight to Ian Quinn.

They took over the operation from the Italian government so they can work on the operation with someone knowing what's happening while they go in undercover.

May and Ward are going in as a couple and are there for when they locate the package and place a tracker on it.

Fitz, Peter and Skye are on communications. Peter has also noticed how Coulson has been keeping him away from the frontlines as well as he can for some strange reason.

Coulson, Simmons and Ava are going in as a family. Coulson being the father, Simmons his daughter and Ava the adopted daughter.

They're all on the train doing their assignments as may and Ward make it to their room in first class.

"Once I've located the package, I'll let you know where to place the tracker." May tells him.

"Does it seem like things are getting personal with Coulson and these assignments?" Ward wonders. "I know Coulson's been though hell, but...he hasn't been the same since, and I don't know what he said to Skye, but she's different. Driven, focused. It feels like Coulson is on a warpath to take down Quinn."

May doesn't want to say much since she knows about the threat that the Clairvoyant said about Peter. "The Clairvoyant had him tortured, this is personal. Quinn's the only person we know who's connected to all of this." She says and tries out the new spy-sunglasses Peter created to see through solid objects.

May then opens the window to the plane and climbs onto the ceiling of the train.

With Skye, Fitz and Peter, they're in the train car waiting for their cue to steal the keys to set up in the storage area of the train.

"Has Coulson been acting strange to you guys?" Peter asks them in a hushed voice.

"No, why?" Fitz asks.

"I don't know, it feels like he doesn't want me to be in the line of fire recently." Peter explains.

"Maybe since these guys wanted you and Coulson last time, they're keeping you out of their grasp." Skye suggests.

"Oh, here we go." Fitz says as the one of the train men approaches them.

Skye gets up and gets his attention. "Do you speak English?" She asks.

"Of course." He assures her. "How may I be of service?"

"Can you recommend a restaurant in downtown Zagreb?" Skye asks.

"Someplace affordable, with big portions." Fitz adds using an American accent.

"You are looking for something romantic?" He asks them.

"Oh, no. Traveling family, our little brother is with us." Skye lies and points to Peter.

"How's it going?" Peter asks him.

"We've been planning this whirlwind trip all around Europe for a while. But our parents didn't trust us leaving the country with him until he was old enough to at least know how to find us if he were to get lost." Skye explains while leaning in close enough to seal his keys.

As soon as he left, they made up shop in the compartment of the train using his keys to get in.

"Family trip, great lie." Fitz tells Skye.

"Well, I could easily say that you chained your hair color and me and Peter look like we can be siblings." Skye says.

"Nah, I don't see it." Peter replies to that statement. "Besides, could've been easier for me to have just break the lock with my powers." He states.

"Just wanted to see your face with my lie. You disappointed me." Skye tells him.

"I was trained to hide my emotions when needed to. Frankly, you could've stubbed my toe and I wouldn't have flinched." Peter says as they get to work. "Comms are now live. Check in, who's out there?"

"We're here. Just waiting for May's signal." Ava reports to them.

"So, remember, our target is Carlo-" Coulson was explaining when the girls interrupted him.

"Manchini, head of security." Ava states.

"I know, I memorized his face." Simmons says. "I memorized everything." She says when they see the said Carlos heading in their direction and Ava slips a tracker into his pocket for May to see from above.

May activates her glasses and gets the signal from the tracker. "Following the target to the package." She tells them as she follows him from above.

"Okay, all of Cyberteck cases are usually lined with tungsten polymer to prevent scanning." Peter explains to her. "Meaning it will show up as black on the infrared."

May understands and keeps following the man until she comes up across a black box blurred out on the scanner.

"Eyes on the package. It's the fourth seat from the back." May tells them but gets nothing back but static. "Can anyone hear me?" She asks when she sees Cybertek is taking the package and leaving when one of the security men starts shooting and she looks and sees someone in the car's opening shooting and uses her parachute to get off the train and tries getting into contact with anyone on the train.

Everyone is getting the same thing as May about the static in the comms and Coulson is getting worried.

"My comms aren't working, you guy?" He asks the two of them.

"Peter? You read?" Ava asks into her comm.

"Fitz? Skye?" Simmons calls and gets static as well.

Coulson is now fearing the worse and gets up. "Somethings wrong. Sit tight. I'm gonna go make sure we don't loose the package." He says and goes to the back of the train to Where May said it was before they went offline.

Coulson makes it to the back and sees the package is gone when Ward comes running in.

"Ward?" Coulson asks as he keeps running.

"We've been made!" Ward says as the Cybertek security comes chasing Ward and pulls out a device.

"Grenade! Coulson, we got to jump!" Ward says and they leap out of the door of the plane and they drop the grenade, freezing the two of them in place.

May just reaches them and sees they're frozen in place for some reason.

"I've got to get you guys somewhere safe." May says before leaving into the fields and finds a farmers truck and starts to Hotwire it when a gun gets pointed to her head.

"We've been looking for you, Agent May." One of the men from the European government says who may recognizes as who Coulson talked to about the case, Signore Russo, when a truck arrives and surrounds her.

Coulson and Ward finally get up with no memory of being frozen but sees that the train is gone.

"The train, it just..." Ward starts trying to find the words.

"Yep. Vanished." Coulson confirms. "Which I might add, not easy." He says.

"I told Simmons I'd be back for them." Ward informs Coulson.

"May and Peter are there. They'll be okay." Coulson says when Ward looks and sees May's spy-glasses.

"May's not there." Ward states picking the glasses up.

Coulson now gets worried for everyone and pulls out his phone to call for backup. "Is your phone working?" He asks Ward.

"No." He says while pulling his out. "Cybertek must have taken out our electronics." He guesses when Coulson picks up the weapon they thought was a grenade.

"Might be a cloaking mechanism." Coulson guesses.

"Maybe it created a portal and jumped the train there?" Ward guesses.

"Let's hope not. I can't deal with Asgard today." Coulson states looking over the device.

"Cybertek knew we were coming. How?" Ward asks.

"Could've been the Clairvoyant." Coulson guesses and thinks he might've played Peter into their hands when they see cars approaching and think they might be Cybertek.

"We got to get back to the plane." Ward says and they run into the fields.

They go through the field and they spot the car may hotwired.

"Keys might be in it. It's the country. People are very trusting in the country." Coulson says as they approach and see the car already running and it was hot wired.

"This is a bit suspicious." Ward states.

"I was thinking fortuitous. Let's get to the plane." Coulson says as they get into the truck and drive off for the plane.

With May, the Spanish government men have moved her to a secure house and have tie her hands above her before finally waking her with water.

"Get your bearings, sweetheart. There you go." Signore Russo says to her. "I realize you're confused. But I'm here to help. You see, I make it so Cybertek equipment moves across Italy without incident. They make sure I'm well taken care of. All we need you to do is tell me where Agent Coulson and Ward are."

May gets angry and quickly smiles at what she heard him call her.

"Why are you smiling?" He asks her.

"You called me sweetheart." May mocks.

"Fine, have it your way." Russo says when he grabs a knife from across the room. "Just remember, your boss asked to be part of this op. I warned him against it. So if you're looking for someone to blame, look for him." He states and stabs her shoulder.

May groans in pain before getting an idea. "That's just what I needed." She states when he turns away and she grabs the knife and cuts her hands free and starts fighting off the men in the room and Russo gets into his car and drives off while she was distracted.

Back on the Bus, Ward and Coulson arrive to get a call from him and answers.

"Signore Russo, are you okay?" Coulson asks and sees his head has a mark from May. "What happened?"

"Agent Coulson. Thank god. I've been trying to reach you. Cybertek knew." Russo lies to them. "They knew we were at the station."

"They knew we were on the train, too. Most of my team is unaccounted for." Coulson says.

"Most of my men are dead." Russo says referring to the men May just took out. "Where are you now?"

"On our plane. We'll send you the coordinates." Coulson says. "And Russo, do you have any idea what happened to the train?" He asks, hoping they haven't gotten to the the rest of the team, especially Peter.

"What do you mean?" Russo asks, not understanding what he means.

"It vanishes, with our team still on it." Coulson explains to him.

"Okay. We'll look into that. I'm on my way to you now." Russo says going along with whatever they're saying trying to get away from May. "And maybe together, we can find some answers." He promises before handing up.

"What do we do now?" Ward asks Coulson.

"I'll call H.Q." Coulson says and hands the device to Ward. "You take this to the labs. We need to figure out what happened to the train."

Ward places the device on the table and waits for something to happen and he has no idea how it works.

"Holotable, on." Ward says while waving his hand and nothing happens.

"Holotable, activate." He tries and nothing happens so he looks underneath the table and finds the power button. As soon as it powers up, everything from their past missions comes alive.

"Really? Is this Peter messing with me again?" Ward wonders knowing Peter loves pranks and starts swinging his arms around and removes everything until he finds the small grenade when Coulson joins him.

"S.H.I.E.L.D. has satellite images and the train's gone. They're checking alternative routes it could've taken. If it's somewhere on earth, we'll find it." Coulson explains and sees how far he's gotten with the table.

"It's tricky, isn't it?" Coulson asks. "I couldn't even find the on button without Peter's help. That kid makes me feel old." He says and wishes he took Peter up on that offer to show him how this thing works.

"Can you zoom in?" Coulson asks Ward and he tries using his hands and nothing happens.

Coulson tries it himself and only manages to get the device to squish itself.

"Okay, let's just upload the specs to H.Q." Coulson offers giving up and Ward agrees when they see Russo coming up.

"Agent Coulson, it's gonna be all right." Russo comforts them as he starts boarding the Bus. "We found your people. The train, it's-" he gets interrupted by a knife going into his back and they see May bruised, beaten and wet.

"Wheels up in five." She says leaving them with questions.

"You okay?" Ward asks seeing her bruises. "You were on the train when it disappeared."

"May, why'd you kill Russo?" Coulson asks.

"The train didn't disappear, Russo sold us out." May explains to them. "Get the plane ready. I need a shower." She states and leaves them.

Back before the train disappeared, Peter sees the glasses go offline and his senses warning him something is wrong.

"May, can you hear me?" Peter asks, hoping it's just some train-tick. It's not a thing, but it's better than thinking they've been lead into a trap. "Ava, you there?" He asks and is now fearing the worst.

"All comms And phones are dead." Skye informs them. "Someone's using some sorta electronic scrambler."

"Cybertek knows we're here." Peter warns them.

"We have to go warn the others." Fitz says and they agree when the door burst opens and someone starts shooting at them.

"Stay down!" Peter shouts as they duck for cover. Out of nowhere, Ava comes out from behind him and tackles him to the ground when Simmons comes in and the man pulls out a bomb.

"We've been made!" Simmons says as they all try getting a distance away from the bomb as it goes off and Simmons along with the security guard falls to the ground.

"She okay?" Ava asks as Skye checks for a pulse.

"She's okay." Skye is happy to report.

Peter takes a closer look at the device and what happened to the two of them. "I'm guessing this is a different form of Dentotoxin."

"Like the stuff in the Night-Night gun?" Skye asks.

"Yeah, but they've updated it. It's now airborn." Peter states.

"I suppose if they were in some form of black sleep, that makes sense." Fitz agrees with him.

"We got to get out of here, find the others and find out what to do." Skye says and they agree.

"Maybe we should leave Jemma a Night-Night or something to help in case." Ava says and Peter paces his into her hands and takes his web shooters out of his pockets.

"Never leave home without them." Peter states to them.

"What do we do with this guy?" Skye asks regarding the security guy. Peter smiles and knows exactly what to do.

He works fast and uses some of his webbing to put the guy into a cocoon that he can breath in, while he's hanging upside down.

"Don't worry, the webbing holding him up will snap before he dies of head rush, but the cocoon will keep him for about a few hours." Peter says to Ava when the train begins to stop.

Skye comes back after checking the train for the others. "I've looked everywhere and can't find the others anywhere."

"What about Cybertek?" Fitz asks when they hear vehicles outside and look out the window to see that they're taking the package away.

"What do we do? We're the only ones left." Fitz asks.

"Do you have an extra tracker?" Skye asks Peter.

"Yeah, of course I do." Peter informs her.

"Then let's follow them. Two of S.H.I.E.L.D.'s best agents and two tech geniuses. Let's do this." Skye states and they leave to follow them to Quinn.

Coulson and his team have caught up with the train and missed them by about a half hour.

"Agents on the ground have no idea why the train stopped suddenly." Ward tells them.

"Any sign of our team?" Coulson asks.

"No." Ward says when they see where the windows have been cleared off to see the package being moved.

They go into the car to see what the can find and see all of their tech equipment has been shot when Simmons wakes up and grabs hold of the Night-Night gun.

"Everyone get down!" She yells before she starts shooting everywhere.

"Simmons, stop!" Coulson calls out for her and she sees that it's the rest of them and is confused.

"Where's everyone else?" Simmons asks and they were hoping that she knew.

Ava had Peter were able to keep up, but it took some time for Skye and Fitz to keep up since they're not as fit as the two of them. Heck, no one is as fit as the two of them.

"Here we are." Peter says as the car with the package apeoaches and leaves into the countryside home and Quinn joins them. "Uncle C was right. Cybertek lead us right to Quinn." He informs them.

"Okay, activate the tracker. Let them know we're here." Ava asks them and Fitz is on it.

Peter takes a close look and knows there's something going on here bigger than just a simple package.

"We can't let Quinn get away again." Skye says knowing they'll escape before the team arrives. "If Coulson we're here, he wouldn't let that happen."

"That's crazy, right Peter?" Ava states since neither of them have their bulletproof suits and that could mean something bad could happen.

"He wouldn't want us to let that happen, she's right." Peter says and Ava is confused. "Fitz, Ava, you guys stay out here, disable their cars. Me and Skye will go in, take down their tech support." He tells them the plan.

Ava quickly grabs his hand before he has a chance to leave with Skye. "You sure this is a good idea?" She asks.

"No, but I'll be okay." Peter promises.

"I'll hold you to that." Ava promises as they split up to do their jobs.

Skye and Peter make it to the house and Skye shoots the guard using the Night-Night gun. Peter uses his mask to scan the building and finds the tech labs on the top floor.

He then shoots a web to the ceiling and grabs onto Skye's waiste. "Hold on." He warns her before retracting his web and she grabs onto his neck and they get pulled to the computer labs. To make sure she doesn't get caught, Peter webs the door shut so nobody can get in.

"Get what you can, I'll look for that package." Peter tells her the plan and leaps down the window and into the lower window. Luckily it was open so he didn't smash any glass on his way in when he hears someone from Cybertek talking down the hall using his super hearing.

"Find mr. Quinn, tell him his purchase is downstairs." She says and Peter knows where he's going.

He makes his way through the building and finds his way down the stairs into the basement and sees a long cylinder container in the room that looks like a Star Trek escape pod. Peter approaches the container and looks inside to see the last person he ever expected.

"Mike Peterson?" Peter asks when his senses go off and he turns to see Quinn and half a dozen guards holding quick rifles at him.

"Peter Benjamin Parker, I presume." Quinn says as Peter is aiming his web shooters at them, but he knows if he tries to fight them, he will get shot since he doesn't have his bulletproof suit on. "The Clairvoyant told me to expect you. Yeah, you guys have been looking into us, while we've been looking into all of you." Quinn tells him.

"And we found a handful of particularly interesting things in your parents crashed plane." Quinn continues as he opens Mike's container and Peter now sees the scars from the explosion he was in and his missing limbs.

"Oh, that's right. You two know each other, don't you?" Quinn asks them. "Yeah. With great power, comes great responsibility. I believe your exact words were at the station. Do you know who I am?" He asks Mike.

"And do you have your orders?" Quinn asks and Mike nods his head. "Good. Because I purchased something that's gonna help you complete them." He says and shows he has bought animatronic leg. That's what the package was they were after.

"Mike." Peter calls out to the man. "What's going on here?" He asks and he doesn't answer as Quinn attaches the leg to Mike.

Peter just watches while keeping his guard up, knowing it's bad time to let it down as Mike takes his first steps with his new leg.

"Thank you. You will be receiving your payment shortly." Quinn tells the sellers. "That is the best money can buy, my friend. Every piece of technology in you is top of the line." He informs Mike.

"I just wonder if I'm getting my money's worth." Quinn says while Peter is getting a bad feeling. "I know you get your orders from the Clairvoyant. So that means you're not allowed to hurt me. But what I tried to hurt you?" He asks and pulls out a gun on Mike.

Peter gets ready to web the gun if he tries to hurt Mike.

"No." Mike says and Peter sees he must be under the same control as the Centipede soldiers.

"And...if I wanted you to hurt him?" Quinn asks and hands Mike the gun and raises his hand to face Peter. "Could you hurt him? I mean, what would hurt Agent Coulson more than taking away the one person he cares about in the world?"

"Those aren't my orders." Mike says and hands the gun to Quinn. "He's not who I'm supposed to kill." He says before leaving along with the other men.

Peter then gets over the fear and turns to Quinn and raises his web shooters.

"What did you do to-" Peter was asking when a BANG is heard and Peter feels nothing but cold and looks down to see Quinn actually shot him. The blood rushing from his heart, hoping his powers kick in and starts healing him, but they're not doing anything as he starts to fall and Quinn catches him before shooting him again and dropping him.

"I'm sorry." Quinn apologizes and takes some of Peter's blood. "I have my orders. They said they don't need it fresh. But you were S.H.I.E.L..D.'s greatest asset." He says before leaving him to die, but before he could close the basement doors, Peter shot a web to his suit that he doesn't seem to notice.

And this is about where you started off.

Peter's down bleeding, nobody knows exactly where he is and there isn't much hope for him. The webbing he tried to stop the bleeding didn't do anything, and he's starting to think that maybe the bullets were created to counteract his abilities somehow.

He feels nothing but the cold air around him and from the blood escaping him as he's trying to get word out to the others of his location, but nobody knows where he is. He uses all of his strength to try to reach the door handle, to call out for anyone...but it was too much and he drops to the floor as all of his strength leaves him and he closes his eyes for the last time.

As he closes his eyes, one thought enters his mind. The only person he truly failed in his life.

Gwen.

Upstairs, Mike meets up with the rest of Cybertek's people.

"Where's Quinn?" One of them asks.

"Where's the money?" Another asks.

"There is no money," Mike informs them, "you failed. The Clairvoyant isn't happy. You lead S.H.I.E.L.D. right to us." He states before he grabs one of their necks and everyone starts trying to shoot him but they're failing.

Outside, Fitz and Ava are working on the cars when Ava can smell something in the air using her emblem that she keeps with her even without her suit (Peter's advice). it smells like...blood. Before she could tell Fitz what she can feel, a man comes flying out a window and they hear more commotion inside the home before they hear another gunshot and see Ward and the others have made it.

"Where's Skye and Peter?" Coulson asks them.

"Skye's in the top floor in the building on the computers, we don't know where Peter is." Ava tells them.

"They didn't want Quinn getting away again." Fitz explains as they rush to surround the building.

Quinn was walking out to his car when one of the men warn him the driver isn't responding.

"Ah, Coulson's team finally arrived." Quinn states when the door gets broken open and Ward comes in and shoots the Night-Night gun at all of Quinn's men and before he could go anywhere, Coulson points an actual gun to his head.

Ava comes in and punches Quinn and he falls onto a table where Coulson holds him down as Skye joins them after Ava cut trough the webbing. Ava sniffs Quinn and smells Peter and Coulson sees the blood on his hand and in the canister.

"Where's Agent S?" Coulson yells while keeping the gun to his head.

"You know, Agent Coulson, it's dangerous...to keep sending your own nephew into dangerous assignments after what I warned you on that phone call. Especially when he means so much to you." Quinn states as Coulson punches him, knocking him out.

"Search the house, find him!" Coulson tells everyone as they start looking. "Tiger, you got his scent anywhere?" He asks Ava when she sees the web attached to the floor.

"Don't need it." Ava tells him and leads him to the basement when the scent of blood gets stronger and Ava breaks down the door and looks around the room when Coulson spotted him leaning next to the door.

"Oh, no." Coulson says hating to see his nephew like this. "Simmons! Get down here!" He calls out and Ava runs to him and sees the injuries.

"No, no, no!" Ava says rapidly as her heart starts racing seeing not only her friend, but someone she has come to see as family is dying.

"Just hang on, Peter, okay?" Coulson pleads to him when Simmons and everyone else makes it and sees him. "He's been shot." He tells them.

"Keep him upright." Simmons says and tries to stop the bleeding.

"I got no pulse." Coulson says. "And I don't think his healing factor is working." He warns Simmons.

"He's lost too much blood. I don't..." Simmons was saying before she sees Peter's hand is pointing towards the container that held Mike earlier. "Put him in there." She tells them.

"What is that thing?" Skye asks.

"It's a hyperbaric chamber, and I said to put him in there now!" Simmons comands and everyone helps carry Peter onto the machine.

"I need to get his temperature down. Fitz." Simmons calls out.

"Yeah, I got it." Fitz says and gets to work as they close the container. "It has to be lower than normal, to help counteract his abilities." He reminds himself and they now wait for something to happen.

"Is it working?" May asks as Peter seems just as lifeless as ever before.

"Simmons, is it working?!" Coulson asks, yelling worried for him as Peter lets out a small breathe they could see in the cold temperature.

"For now." Simmons says relieved she was able to save him, but he needs real medical treatment. Fast.

They move him in the container onto the Bus along with Quinn in the interrogation room.

"His core temperature is hovering around 22 degrees Fahrenheit. If we don't bring him back up to temp in the next few hours, he could start sustaining permanent brain damage." Simmons warns them. "We need to get him to a medical facility and fast. Until then, I'll do everything I can to make sure he will stay alive." Simmons says before excusing herself to go and clean the blood off her hands.

Coulson looks at his nephew and knows if he doesn't save him, he failed his promise to his parents on keeping him safe. But one things for certain, he's gonna do whatever it takes in order to save his life.

Because he isn't just his nephew, Peter's basically his son.

And he would do anything to keep him alive. And there might be only one way now...

T.A.H.I.T.I.

Chapter Text

Peter was laying on water somewhere. The water was clear instead of black, and the sky was light blue and clear, which was odd since he couldn't see a sun or any light source. Peter looked to the side, the water was clear, but he still couldn't see anything besides his own reflection.

He shifted to try to get a better look at his surroundings, but stopped when a sharp pain ran across his torso. He pushed through the pain with a quiet gasp, and took a breather while he rested his head on his knees.

As he sits there, the memories of what occurred come back to him about the mission and him getting shot and the darkness surrounding him.

Peter then starts getting confused to where he is and quickly looks around when he can see someone else in the distance playing a piano.

"What's left to say? These prayers ain't working anymore. Every word shot down in flames. What's left to do with these broken pieces on the floor? I'm loosing my voice calling on you." The figure sings in a female voice and Peter walks towards her to see the last person he'd ever expect to see.

Gwen Stacy.

"'Cause I've been shaking. I've been bending backwards till I'm broke. Watching all these dreams go up in smoke." Gwen keeps singing as Peter runs to her while ignoring the pain in his chest before hitting an invisible wall. He then starts feeling on the wall trying to find a way through and there isn't anyway through.

"Gwen, what's happening?" Peter called out to her hoping she can hear him and she stops playing the piano.

"Can beauty come out of ashes?" Gwen sings and turns to face Peter. "It's been a while, Spidey." She states while smiling happily.

"Yeah, it has." Peter says with tears in his eyes. "Gwen, I'm so, so sorry for what happened." He starts off, not knowing what to say.

"Petey, I don't blame you for what happened." Gwen assures him while spinning around to face him.

"He was shot twice in the abdomen at close range almost two hours ago." Coulson's voice echoes throughout this place.

"What was that?" Peter asks Gwen while looking for the source of the voice, hoping she knows what he's talking about.

Gwen gets off of the piano chair and walks over to the invisible wall and leans against it with Peter on the other side. "Those are the echoes of the outside world. It's what happens when you die. You can still hear through your own body about what people are saying around you. Of course, after a while, you can't hear anything after your put six feet under." She explains to him.

"He's tachycardic, hypotensive, and lost a significant amount of blood." Simmons voice being next to echo through the place.

"What exactly is this place?" Peter asks Gwen.

"I like to call it a World Between Worlds. It's where you go before you die, but you're unconscious except not conscious enough to be considered alive. I spent a short time in your place, while I heard you begging for me to hold on. And I did, trust me I tried. But that place only lets you hold on for so long. It just matters of if you're alive and your will to keep living." Gwen tries her best to explain.

"We had to lower his core body temperature in order to transport him here." Simmons continues.

"It's probably what kept him alive this long. We'll do everything we can to save him." An unfamiliar voice says and now Peter hears dozens of voices and his body is being poked and the pain starts increasing.

In reality, the team just brought Peter into a S.H.I.E.L.D. medical facility to get him treated on and they just took him away.

"Oh, dear. I'm a mess." Simmons says as they watch Peter get pulled into the operating theater.

"No, you were great." Coulson comforts her.

"Incubate, and lets start getting that shirt off." One of the operators say and they start getting to work on removing the bullets while cleaning the blood off of his body.

In the waiting room, everyone is waiting to hear about his condition while Coulson is on the phone trying to get into touch with Fury to possibly get information on how he saved him and maybe they could use that to save Peter as a last resort. Besides, no matter how much he tries to deny it, Fury cares about Peter and would want to be here.

While he did that, May was able to get into contact with Barton and Romanoff and they came rushing over to check on Peter themselves, which meant that they were also informed Coulson was alive.

"That's unacceptable." Coulson tells the man on the other end of the phone. "I need to speak to director Fury immediately, please." He pleads to them.

"I should've stopped him." Ava states when she had the chance to.

"Ava, there is nothing you could've done to stop Peter." Natasha tells her while placing a comforting hand on her shoulder.

"I shouldn't have left him alone." Skye states feeling like that it should've been her to get shot.

"It's nobody's fault. Peter must've forgotten he wasn't invincible or forgot he wasn't wearing his bulletproof uniform." Clint replies from the arm of the couch.

"The one to blame is the man who shot him, Ian Quinn." May states to them. "He's responsible."

"Yes, the message is, I have a dying Agent S, and there are questions only he has answers to." Coulson says to the person from the other end of the phone before hanging up seeing he's getting no help from them and starts pacing.

They have been waiting for longer than comforting for them when a nurse finally walks out to them with the news.

"How is he?" Coulson being the first to ask.

"Not good." She admits to them. "The shots perforated his stomach and penetrated his lungs. We resected what we could, but...there's been too much damage."

"He's supposed to have a healing factor." Clint informs her.

"What you call healing factor is actually his heart sending blood throughout his body faster than the normal person, to heal most of his wounds at an abnormal rate. And it seems that the bullets were laced with some form of poison, and that's what's also killing him." The nurse explains.

"They were expecting him specifically." Natasha recalls what she's saying.

"So what's next?" Coulson asks, hoping for a way to save him.

"We can keep him comfortable, but you'll need to make a decision on whether or not you want to keep him on life support." She says since everyone in S.H.I.E.L.D. knows Coulson is the go-to person when it has to do with Agent S.

"You're saying there's nothing that can be done?" Ava asks with tears in her eyes.

"I'm saying you need to call his family and get them here as soon as possible." She explains to Coulson who can't believe what he's hearing.

"We're his family." Natasha states since everyone in this room has a special connection to Peter in some way. And Ward's here, too.

"In that case, I'm very sorry." The nurse apologizes for their loss and May leaves the room.

Peter is still leaning against the invisible barrier between him and Gwen as she is still with him as the pain has finally stoped and the voices have become more distant.

"So, this is what it feels like to die?" Peter asks Gwen.

"Everyone has a different experience. Yours I have to say is one of the most peaceful ones." Gwen says looking up at the stars that have started appearing. "You always were a stargazer." She jokes.

Peter chuckles at her attempts of humor seeing there isn't much to do in this place. "Yeah, it's a pretty magical place." Peter states. "How long will I be here for?" He wonders.

"Depending on if your body is ready to let you go, or if they're ready to let you go." Gwen tells him and knows that Coulson would never do that.

"Why do you look older than the last time I saw you?" Peter wonders since it's been two years since her death and it seems like she's grown.

"Time doesn't stop when you die. When you die old, your clock goes backwards until you reach a certain age and it suddenly stop. Same goes for when you die young. It's like a whole different reality here." Gwen explains.

Quinn was still in the Bus interrogation room when the door opens and May steps inside with anger burning through her eyes.

"Finally, I was starting to think I was forgotten about." Quinn states before May slams his head into the table and pulls his chair from underneath him.

"Wait! You can't!" Quinn protests her actions while scurrying away.

May just grabs him by the shirt and pulls him close to her face.

"Why? Because you're defenseless, like he was?" She questions before starting to tear him a new one for what he did to Peter.

Coulson and Clint open the door and see what she's doing.

"May!" Coulson calls out and she stops pounding his face in. "Outside, now." He tells her and she leaves with Clint watching over Quinn wishing it was him who beaten him.

Peter's almost like a third child to him and Laura over the years, and would do anything to save him.

(A: AOU didn't happen yet, so baby Nathaniel isn't born yet)

"He deserves to die, not Peter." May states to Coulson.

"Agreed. But right now, Quinn doesn't matter. Only Peter's life matters, and I need you to pilot the plane." Coulson tells her.

"You heard what the doctor said." May reminds him.

"She said there was nothing more they could do for him, but there are doctors who brought me back from the dead. If they can do that, I bet they can give Peter's powers an energy boost to save him." Coulson explains and now May understands the plan.

They have Peter moved to the Bus in a emergency container still hooked up to everything to keep him alive and Coulson looks as him, knowing his life is in his hands more than ever now.

"H.Q. radioed in." Ward walks up to him. "They've ordered us to hand over Quinn for interrogation and transport to the Fridge. Do you want me to arrange the transfer?" He asks.

"No. Quinn stays in our custody until I say otherwise." Coulson tells him.

Ward looks at how focused he is and looks over at Peter. "Are you sure about this, taking him all the way to Bethesda?" He asks Coulson.

"It's where my file says I was treated after New York. Barton and Romanoff know nothing about it." Coulson explains since the two made it perfectly clear they weren't going anywhere without knowing Peter was going to be okay.

"I understand, but what makes you think the doctors there will be able to do anything different?" Ward asks. "I know they saved you-"

"They did a lot more than save me." Coulson admits and knows it's time they all knew the truth. "It's time that everyone knows the truth."

Coulson fills everyone in on the Tahiti project he received.

"What you're describing, it's medically impossible." Simmons states to him.

"Except for the fact that I'm standing here proof that it's not impossible." Coulson informs them and drops the Tahiti file in front of them. "My file, describing how they brought me back. The doctors, the procedures, the drugs. I'm ordering you to read it." He states since it's a Level 10 clearance.

Fitz and Simmons open it to the front page.

"Death and recovery report?" Skye asks reading it.

"It's only recently that Director Fury gave me access to this. I've gone over it over it dozens of times. I need you to decipher the medical parts of it I don't understand. Feel free to reach out to dr. Streiten. He should be eager to answer any questions you may have." Coulson tells them.

"Yes, I'm sure I'll have quite a few." Simmons states looking further into the file.

"What about Tahiti?" Fitz asks.

"Turns out, not so magical, just false stories implanted to cover up what was done." Coulson informs them.

"It says here your heart was perforated, torn in half." Ava states looking at the file.

"That part of it I understood." Coulson explains. "And yet, they managed to heal the damaged tissue completely."

"And if they could do that, they could do the same to save Peter." Clint guesses.

"We'll get right on it, sir." Simmons promises and Ward sees on the computers, as Natasha is by Peter's side holding his hand.

Back with Peter, he can hear Natasha humming the lullaby she hasn't sung to him since he was little and was always afraid of everything.

"I don't know how much longer I can hold on." Peter admits while holding his hand feeling the warmth from his aunt.

"You just gotta keep holding on." Gwen tries comforting him. "You have to keep moving. You have the ability to make a difference in the world better than anyone I've ever known, and you just have to keep going. You've been protecting everyone from harm, and now you just have to focus on yourself."

"That's never been my strong suit." Peter replies when his senses go off, which doesn't make sense until he realizes it's from something going on in the outside world.

"S.H.I.E.L.D. 616, this is Tower Michael Tango. You are in violation of S.H.I.E.L.D. Directive 1297. Response immediately."

"Disobeying a direct order?" Peter asks, confused to what they disobeyed.

In reality, May and Ward are in the cockpit and just received the transmission.

"We didn't hand Quinn over for interrogation." Ward states why they're here.

"That's just great." May states and responds when she sees two jets on their shoulders. "This is S.H.I.E.L.D. 616, how do we proceed?"

"Prepare to be boarded and relinquish command." They respond and see this isn't going to go well.

"Really? All the war and chaos in the world, and S.H.I.E.L.D. sends a plane after us?" Coulson asks as he and Clint goes to greet the boarding party.

"Three planes." Clint corrects him. "A small transport to dock and a pair of F-35s on our tails to make sure we hand over Quinn."

They feel the plane docking on the top of the plane and the Bus shakes. "If they scratch my paint, I'm gonna be pissed." Coulson warns him.

"I'll await its orders here, sir." Ward says as Coulson goes up to see Agent Garret.

"Garret? What the hell are you doing here?" Coulson asks seeing him.

"Well, as opposed to the Level 8 jackass I'm staring at, I still follow orders." Garret informs Coulson.

"You're the worst of following orders." Coulson reminds him.

"Maybe, but I like this one. You are to immediately turn Ian Quinn over for transport to the Fridge." Garret states when a second agent from the plane joins them. "Agent Antoine Triplett, Agent Phillip Coulson." He introduces them.

"You wouldn't know from the look of it, but Phil is one of our finest." Garret tells Antoine.

"It's an honor, sir." Antoine says to Coulson.

"Trip joined me as my specialty after Ward came to your circus." Garret explains. "Go secure the prisoner." He asks Trip and he leaves and Coulson brings Garret to his office.

"Phil, come on. Just because Fury gave you this pretty plane doesn't mean they won't shoot it out of the sky." Garret informs Coulson.

"Why are you really here, Garret?" Coulson asks. "S.H.I.E.L.D. could have sent any security team to collect Quinn. Why you?"

"We've been chasing him since Malta. Then yesterday, your little Italian job cost my team weeks of work." Garret explains to Coulson.

"You can't have him, not yet." Coulson tells Garret. "Quinn shot Agent S. He's on a life support in a med pod downstairs with Agent Romanoff by his side. We are taking him to the trauma center in Bethesda." He informs Garret.

"Quinn actually pulled the trigger on S?" Garret questions. "Peter is on life support?"

"Peter infiltrated his compound in Malta. When Quinn saw him yesterday, seemed he took it personally." Coulson explains.

"I never took him for a triggernan. He usually pays others to do that." Garret says to that information. "I've lost three of my own chasing him. "

"Then you understand why I can't give him to you until we save my kid." Coulson states, his wording being a slip of the tongue, but he meant it.

"Because if Peter doesn't make it...neither does he." Garret says and understands now.

Back in the labs, Fitz-Simmons are working on trying to decipher the file.

"I've never even heard of half of these drugs. GH-325?" Simmons questions. "And what about this robotic assisted neural micro surgery they used to implant the Tahiti memories?"

"Well, we can't argue with the results. He's walking around." Fitz states and they look at the footage of Peter and remember what's at steak.

"Yeah, but at what cost? You read the transcripts. He begged the doctors to let him die." Simmons replies.

"This is different. Peter's still alive. We had to keep him that way, right?" Skye reminds them as Simmons' phone rings.

"Oh, I've asked dr. Streiten to advise us." Simmons says and answers the phone to receive bad news. "Are you sure? That can't be." She states as it seems the doctor has fallen off the grid.

In the interrogation room, Quinn is resting after the beaten received from May when the door opens and Coulson lets Garret in to question him when he notices how bruised up he is.

"And here I thought I was gonna get to play bad cop." Garret jokes to Coulson.

"Ian Quinn, this is Agent Garret. He's here to ask you a few questions." Coulson explains to him.

"No, thank you. I...my head'a still ringing from the last visitor." Quinn states.

"At least the last visitor left you with a head. I'm not always that considerate." Garret warns him. "I'm interested in one of your newer projects."

"Oh, but there's so many to choose from." Quinn jokes when Garret grabs his tongue to shut him up.

"Let me be clear. You have no rights. You have no lawyer. And the only thing keeping Agent Coulson here from throwing you out of the plane is the very weak heartbeat of the young agent downstairs, and the only incentive I have for not tearing out your tongue is that you use it to answer my questions. Is that clear?" Garret asks and gets a muffled response from Quinn.

"Did you understand that?" Garret asks Coulson.

"No." Coulson replies loving the torment Quinn is getting when Garret lets him go.

"Tell us about Cybertek and the Deathlok program." Garret asks Quinn.

"Deathlok?" Coulson asks.

"Catchy, right? Sounds like some wrestler from the '80s." Garret states.

"Those are some dangerous waters, and the last agent that waded into them wounded up with two in the stomach." Quinn replies and Coulson is getting ready to beat him senseless speaking about Peter that way when Garret stops him and slaps Quinn for Coulson.

"So...he's still alive?" Quinn asks.

"Yeah. And you better hope he stays that way. Or you're going to have two angry Avengers on you next." Garret states referring to Clint and Natasha, who are most likely hearing in on this.

"Is that why you shot Peter? Because he saw what Cybertek delivered?" Coulson asks Quinn.

"No. I shot Peter because that's what the Clairvoyant wanted me to do it." Quinn tells them, which means they were in fact waiting for Peter. Coulson lead them into a trap. He wanted to keep Peter safe, but ended up being played.

"What I find surprising is how a big shot billionaire could fall for this psychic jumbo jumbo." Garret wonders.

"Oh, I doubted it at the beginning, but then I realized it would be mutually beneficial." Quinn states.

"He must have something pretty terrible on you." Coulson replies to him. "Shooting a child?"

"Let's just say I learned the hard way that obeying was in my best interest." Quinn informs Coulson.

"Yet...here you are." Garret intervenes.

"Let me assure you it wasn't luck that lead me to your partner's black sedan in Berlin or that he'd open the door for a redhead or those two agents in Morocco." Quinn tells Garret. "Do you think it was luck that my people found them in that raid?" He asks talking about the people Garret's team that died. "No, it was the Clairvoyant."

"Your Clairvoyant say anything about me knocking your teeth in?" Garret questions Quinn.

"The Clairvoyant sees everything...except what happened to him." Quinn says looking at Coulson.

"This is still about me." Coulson reaplzies.

"Hold up, you're gonna need to rewind the tape, Phil." Garret states since he seems to have missed something.

"You heard about my near death before the battle of New York?" Coulson asks Garret. "Turns out there's more to it than that. I thought I was gone for seconds, turns out it was days."

"That's impossible." Garret replies to that information.

"Which is why the Clairvoyant will do anything to know how it happened." Quinn interjects to them.

"Even order you to risk shooting S.H.I.E.L.D.'s best Agent." Coulson states.

"No, they ordered me to shoot your nephew." Quinn corrects him since they didn't care he was the best agent. Coulson loves Peter like his own son, put him in danger and Coulson will tear the world apart to save him.

"Wait. You don't know what they did to save you." Garret now realizes.

"That's why we're flying to where I was treated." Coulson says.

"So shooting the kid forces you to figure it all out." Garret puts together.

"So the Clairvoyant can finally see." Quinn keeps interrupting.

"Or you let the kid die." Garret finishes.

May goes down to the labs with Natasha close behind after they were called in.

"You wanted to see us?" May asks.

"I just got off the phone with the trauma center in Bethesda. Dr. Streiten's gone off the grid." Simmons explains.

"So we'll find a different doctor who operated on Coulson." Natasha tells them.

"That's the thing. It seems he was never treated there." Fitz says.

"Okay, now I'm getting confused." Clint states to them.

"All of this is confusing. The doctors listed, the iterating room number. None of them exist." Simmons says to them. "None of them are a part of S.H.I.E.L.D."

"This is why I hate your endless secrets, Fury." Natasha mumbles to herself.

Coulson leaves the room and is met with May about what Fitz-Simmons learned.

"Quinn shot Peter for nothing." She informs him. "The place we were going, the doctors who treated you, they don't exist."

"Or maybe they existed somewhere else." Coulson corrects her. "This is S.H.I.E.L.D., there are always secrets."

"That's my fear, sir." Simmons says. "Your file is filled with secrets. Experimental drugs, unknown surgical procedures we've never heard of. Frankly, Fitz and I only understand about 70% of what's in here."

"Even if we do find where they treated you and we were able to replicate the procedure, there's the other obvious question." May says and this is why she has to make sure Clint, Natasha and Ava weren't in here for this part.

"Which is?" Coulson asks, not liking where this is going.

"Whether we should." Simmons explains. "What you experienced, sir, if this file is even partially accurate.."

"I'm not saying we put Peter through everything that I went through, but if there's something in here. A drug, a treatment that can even give his powers a boost to fight the poison, we need to find it. I refuse to let Peter die. So figure it out." Coulson tells them and they leave May and Coulson alone.

"I think we need to do everything in our power to save Peter, but in doing so, we might give the Clairvoyant exactly what he wants." May tells him.

"It's a risk we have to take." Coulson states, not willing to lose Peter. He made a promise to keep him safe, he was going to keep that promise till the end. And today wasn't the end.

Ava is still with Peter, not planing on leaving his side anytime soon.

"How is he?" Ava asks as Simmons approaches them.

"Deteriorating, and Simmons doesn't know how to stop it." Simmons says when Skye comes in.

"Hey, guys, I think we know how we can track down where to go." She tells them.

They return to the labs and set up the holographic room so they don't need to crowd around the holotable.

"A buddy of mine works in the archives at the Triskellion." Fitz says. "And he agreed to let us access it from here, he owed S one." He explains as a small holo-container appears. "Hard to believe, but this cube contains all of S.H.I.E.L.D.'s historical administrative data."

"Yeah, but if Agent Coulson wasn't treated at a S.H.I.E.L.D. facility, it won't be in here." Simmons says.

"Yes, but it also contains travel arrangements, purchase orders." Skye explains what the plan is. "Maybe we can track down the location using a paper trail." She states and they open it to get hundreds of files to appear.

"Okay. Let's start with the travel memoranda from the day Coulson got stabbed." Simmons says and moves the file to that date.

"What about dr. Streiten's departure from the Triskellion?" Fitz says and starts looking for it and starts searching everywhere when Fitz comes across something interesting.

"A world war ll bunker?" Simmons asks seeing the file.

"Collapsed bunker." Fitz corrects her. "Definitely not a sanctioned S.H.I.E.L.D. facility."

"The Guest House?" Simmons asks seeing what the place is called.

"Exactly. Guest House. G.H. GH-325." Fitz reminds her of the serum they used to heal Coulson's wounds, "and look at the access history."

"The only record is from a...Level 10 operative." Skye reads and looks to them.

"Director Fury." Fitz-Simmons say.

"So Fury's been to this place and he was the person who sanctioned the operations on Agent Coulson." Simmons says and tosses the hologram away. "And why aren't you trying to find the file?" She asks as Fitz starts looking and finds it.

But as soon as it's opened, they find its encrypted. "Encrypted. Skye, can you crack this?" Simmons asks when Skye looks over it and pushes the data out and sees that the numbers are spaced out and they see it's not an encryption, it's a location.

They found the location in the mountains and May lands the Bus and they all get ready to head out to the Guest House.

"The Guest House is not a S.H.I.E.L.D. facility. We don't know who or what's in there." Coulson warns them as he walks past Clint who's getting all his arrows in his quiver. "Be prepared for potential resistance."

"No contact from inside?" Garret asks.

"I've tried every known channel, no response." May tells them.

"Place could just be abandoned." Clint says as he grabs his bow.

"Hope not. We need the people here to work on Peter." Coulson replies to that theory.

"Simmons is preparing Peter to move at a moment's notice." Fitz tells Coulson.

"Trip can help. He's had med-tech training." Garret says.

"And Skye is here is they need anything." Ava says since Skye's staying on the Bus.

"We do our jobs right, this will all go peacefully." Natasha says as she powers up here widow bites.

"What if they don't want to help?" Ward asks.

"I'll say pretty please." Garret says raising a machine gun.

"We need the doctors alive and the place intact. If it does go sideways, Fitz, I need you down there to determine what Simmons can use to help Peter." Coulson tells him. "And then we take it."

They all start moving out to the facility to find out what exactly is going on and find a intercom.

"How was the drive from Istanbul?" Someone from the inside asks them.

"Countersign?" Coulson asks anyone.

"No clue." Garret admits.

"Never heard it before." Clint replies.

"Not one Peter's taught me." Ava replies.

"Not familiar with it." Natasha says.

"I can't find it in any of S.H.I.E.L.D.'s protocol directives." Fitz says looking at his tablet.

"This is Agent Coulson with S.H.I.E.L.D. We don't know the counter, but we have a team member in dire need of medical assistance." Coulson tells them. "We know he can be treated here. Open the doors. Maybe we can work something out, do you copy?"

"How was the drive from Istanbul?" They asked again.

"We're looking for medical assistance. A person's life is at stake. Will you help us?" Coulson asks.

"How was the drive from Istanbul?" They repeat oncemore.

"Pretty please It is." Garret says and shoots the camera.

Fitz unlocks the doors from the outside and gets them inside. They walk through the halls and find its bigger than it looks from the outside.

They were all able to fit in an elevator and see an anti chamber and glass doors.

"Can't see much beyond that. Lights are all out." Fitz tells them.

"Ava, sniffing anything suspicious?" Clint asks her.

"I smell maybe two or three guys. One needs deodorant." Ava states. Her powers are a blessing and a curse.

"Well, they know we're coming. Let's go say hello." Coulson says and they drop in one at a time and Fitz tries contacting everyone from above and the comms are all down.

Fitz moves up to the bulletproof glass and does what he can in order to break it.

"Once inside, everyone needs to find cover." Natasha tells them.

"All right, we're going in." Clint says and Fitz gets the doors to open and as soon as they get in they duck for cover as a dozen bullets come flying at them and they duck for cover.

"We've come for medical assistance. But if you continue to fire, we will defend ourselves." Coulson tries to reason with them as they keep firing at them.

"Okay, my turn." Clint says as he stands up fast and aims the one closest to him and fires a arrow into the man's shoulder, taking him down. Natasha raises and shoots the other one, taking them both down.

"I forgot how fun these assignments are." Natasha says as they all start standing back up.

"Fitz, see if you can get some light for us." Coulson asks as Garret steals the keycard off of him.

Coulson looks to see the one Natasha shot is still alive. "We're gonna help you. Where are the doctors?" He asks.

"The doctors don't stay here." The guard informs Coulson.

"We're looking for a drug, GH-325." Clint asks him.

"Do I know you?" He asks Coulson.

"I don't know, I might've spent some time here a while back." Coulson admits.

"Then you know about...the timer." He says and Coulson sees he's died.

"Guys, we have a problem." Garret says and they turn to him. "Semtex. The whole place is rigged to blow." He warns them.

"There's enough explosives to bring the whole mountain down." Natasha confirms and Fitz finds the timer and they've got less than ten minutes to leave.

"A failsafe, I guess." Ava says. "If the guards had eliminated us, they'd stop the timer."

"Since they didn't, it means we're stuck." Coulson says as the doors are also closed.

"We can deal with the doors, you guys find the drug for Peter." Clint says as he and Nat get to work on the doors.

"You're the one who taught Ward to disarm nuclear bombs." Coulson reminds Garret. "Find out a way to stop the timer. Fitz, Ava, let's go find that drug."

"If nobody's here, what do we hope to find?" Ava asks as they roam the halls.

On the Bus, Trip and Simmons are watching Peter to make sure he's okay whole Skye is trying to get back into contact with the team.

"So, this is Agent S. S.H.I.E.L.D.'s greatest agent. You guys go back a ways?" Trip asks Simmons.

"Several years. Got to know him when he was young, he was so young and so eager to learn more and more about science. He never wanted it to end." Simmons tells him smiling at the memories of a younger Peter.

"And now you can't imagine your life without him?" Trip asks.

"I was there for so many things for him. His first assignment, his first power test. Even when he was creating his first suit." Simmons says.

"He's lucky to have you." Trip says when May approaches them.

"Skye says the comms are still down. If I don't hear anything within the hour, I'm going to check on them." May warns them and Peter starts coding.

Simmons runs and calls them to help her.

"How can we help?" May asks.

"I need a unit of EPI." Simmons says and Trip already got it.

Peter feels his head and heart racing and feels something sticking into his leg and screams in pain.

"Yeah, it's worse for organ donors." Gwen says seeing him in pain. "It goes away after a while, but in the halfway point, it's the worst."

"I don't think I can handle this pain anymore." Peter warns her as he starts breaking down in fear of dying and of the pain.

"Can you use these tears to put out the fires in my soul? 'Cause I need you here, woah. 'Cause I've been shaking. I've been bending backwards till I'm broke. Watching all these dreams go up in smoke." Gwen starts singing to help him through the pain.

Back in the facility, Coulson ran into the room that he remembers from his memories where the Tahiti memories were planted but knows there's more at stake than just what he knows.

"Timer doesn't control the explosion. It's just a clock." Ward warns the Avengers.

"Detonator isn't in here, or I'd have found it." Garret states. "There's not enough time to search the whole place."

"Well, this Semtex is gonna be useful to at least burst these doors." Clint says as Natasha is placing the Semtex on the doors as they speak.

Ava, Coulson and Fitz are working their way through the facility looking for anything when Coulson comes up to a door with the words Biohazard Containment and thinks it's a good place to look.

They open the door and see the canisters of drugs then start looking.

"What are we looking for exactly?" Ava asks.

"Something that says GH-325 on it." Fitz explains and they look until Coulson finds what they're looking for in a separate container.

Ward comes running in and finds them. "Time to go, we couldn't stop the timer. Four minutes and counting." He warns them as Coulson is unlocking the container and Fitz is digging until he finds GH-325 and they can leave now.

"Get that up to Simmons." Coulson tells them.

"Ava, be careful. And run with this." Fitz asks since she's the fastest amongst them.

"Got it." Ava says and runs off, ready to save Peter.

Coulson looks down and sees something. "Go, I'll be right behind you." He tells them and they run out.

Coulson walks up to a separate door labeled T.A.H.I.T.I. and opens the door.

What he finds inside, it's the source of the GH-325...and it's an alien. It has no legs and is inside of a container, but undoubtedly an alien with its blue skin, it almost looks identical to what Fury used to tell him about with that Danvers girl they met back in the '90s.

Clint places the Semtex on the door and has everyone dock for cover before he pulls an explosive arrow out and shoots the doors, causing them to explode.

"Ava, get going. Get that drug to them." Natasha asks as Ava races up the stairway to save him.

"Where's Coulson?" Clint asks.

"Phil!" Garret calls out for him. "Go with her, make sure that drug gets to the kid. I'll get him." He promises and they run up the stairway themselves.

Coulson is walking back in shock to what he's found out when Garret finds him.

"Phil! Phil, what the hell? Clock's not slowing down." Garret warns him. "This place is about to get seriously warm in here. You with me?" He asks seeing he's spaced out. "The guys are out already. They took the drug up to Peter."

"No, don't give it to him." Coulson tells him. "The drug, they can't give it to him!"

"All right, you can tell them yourself. Right now, we just need to get out of this mountain and off the ground." Garret says and pushing him to the doors.

Simmons and Trip are still working on keeping Peter down while waiting for them to return.

"Weak, erratic heart rate." Simmons says, referring to Peter's condition. "Each time we save him, I ask myself, is this what Peter would've wanted?"

"We didn't come this far to quit." May states when they start hearing something fuzzy coming from their comms and Peter starts going into another coding and flatlining.

"You want more epinephrine?" Trip asks when Ava comes rushing in with the drug.

"We found it." Ava says out of breath, never running that fast in her life.

"What is it?" Simmons asks. "And how much, injected where?" She asks.

"May, get us off the ground, before it falls out from under us." Ward warns her.

Inside the facility, Garret and Coulson run up the stairs and make it out as they see May is starting to take off and the entire mountain starts exploding. Garret and Coulson make it aboard as soon as the collapses and he runs to the med pod.

"No! Don't give it to him!" Coulson shouts but comes to see he was too late and sees Simmons already gave it to him.

"I was loosing him anyway, what harm can it do?" Simmons asks.

Peter starts feeling warmth in his body once more and realizes whatever they've done, it's bringing him back.

"Looks like our reunion is over, Spidey." Gwen tells him seeing he's getting brought back to life.

"I don't want to go back." Peter tells her, feeling like he's loosing her over again.

"You're needed there, Peter." Gwen says and stands up as he does the same. Gwen places her hand on the wall and so does Peter. "Somethings going to happen, and the world needs you. Not just our world." She says to him.

"What do you mean?" Peter asks.

"Time works differently here, remember? I saw something going to happen. You are needed to save the other people like you across the multiverse." Gwen explains.

"Multiverse? It's real?" He asks her.

"Not only is it real, but other people that are a lot like you. There's a Guardian, and a Survivor you'll be fighting alongside." Gwen informs him. "See you around, Spider-Man." She gives him a small spoiler about his future but he doesn't understand.

"Spider-Man?" Peter asks when it's almost like he's getting dragged into the water, as Gwen watches as he vanishes back to the land of the living.

"The Spectacular Spider-Man." Gwen tells him, knowing he can't hear her now.

The team's now watching the monitors hoping the drug is doing something when Peter takes a quick gasp of air.

"He's spiking!" May warns them seeing the monitors go crazy and everyone calls out for Peter when he starts stabilizing just as fast.

"Could someone tell me what the hell just happened?" Clint asks, being completely confused.

Natasha just smiles at Peter and holds his hand. "He's a fighter." She states.

"What was that stuff you gave him?" Trip asks and she doesn't know, but is happy to say that it worked.

"You did it." May tells Coulson who is happy that Peter will be okay, but at what cost?

Garret, Trip and Clint then go back to Ian Quinn who's been inside the interrogation room the whole time.

"I have good news and bad news." Garret informs Quinn. "Which would you like to hear first?" He asks but Quinn doesn't care.

"Bad news it is." Clint comments.

"Okay, but there's a fair amount of it." Garret warns Quinn. "Your Clairvoyant, the one who said he'd have your back, he's a no show. The site we were supposed to lead him to with our minds, it's destroyed. Buried under 100 feet of rock."

"Seems the only psychic power your friend has shown is the ability to predict if you tell a rich, entitled dirtbag he's gonna get away with murder, he'll believe it." Clint adds on.

"Trip, bag him." Garret tells him and Trip puts handcuffs on the man.

"The kid's gonna live. And able to testify how a billionaire shot him point blank in the stomach." Garret states and points to the security camera in the room. "Oh, we got a great little home movie admitting to that, genius." He mocks.

"This Clairvoyant played you and left you to rot." Trip adds.

"You said there was good news." Quinn asks them.

"I did?" Garret asks Clint.

"You did." Clint responds.

"Oh, that's right. You still have your tongue." Garret informs Quinn and Trip leads him out to their plane to be brought to the Fridge.

With Natasha and Clint as his export so he isn't going anywhere anytime soon.

But when Natasha returned to Washington, she was called onto an assignment with Steve Rodgers, Captain America.

A S.H.I.E.L.D. ship has been hijacked in the Atlantic Ocean.

Chapter Text

Peter has been stuck on bed rest ever since the incident, even though he feels perfectly fine. But he's getting seriously annoyed with being stuck on a bed 24/7 and getting his blood drawn from Simmons constantly.

This being his longest time since he's ever gone without doing anything, and they even got Ava to be his guard tiger to make sure that he doesn't leave the room.

"I was stupid to have let my guard down in there." Peter tells Ava.

"You did what you always did." Ava states to him. "Besides, thanks to you, everyone knows Mike is still alive."

"They know about his new leg?" Peter asks.

"Yeah, Agent Garret is running point on him. They say he's a part of a project they call Deathlok." Ava replies.

"They did something to him. He was like the Centipede soldiers that we've encountered. I think he's got a bomb in his head." Peter tells her.

In the labs, Simmons is looking over the newest sample of Peter's blood she's just drawn.

"He's starting to get suspicious of all the blood I'm taking." Simmons warns them.

"Well, this is the fifth sample you've taken in the last day." Skye tells her.

"Yeah, but it's still not enough to find anything in his blood or Coulson's." Simmons says and looks at the canister that held the drug that's now inside Peter's blood. "There isn't ample residue remaining in the vial to examine after we emptied it into his bloodstream."

"And now the last of this miracle drug is inside S.H.I.E.L.D.'s miracle Agent." Fitz tries joking. "But you can't find it anywhere?" He asks.

"No. He's healing at an even faster rate than he would have previously, like his powers have been given an upgrade. But I can't detect anything irregular on a cellular level." Simmons explains why she's so confused about what's happening with Peter.

Speaking of Coulson, he walks in with a file in hand. "Is Peter good enough to get out of bed?" He asks them.

"If he doesn't get out of that bed, he's likely to use the equipment in that room to attack us." Fitz says.

"Well, this came in from Director Fury. It is for his eyes only." Coulson explains while holding the file up.

He then goes into the med pod and drops the file on Peter's bed who opens it and sees the first words on top.

Richard Parker; laboratory location; New York, Roosevelt

"What's this?" Peter asks, confused.

"You asked Director Fury to find everything he could on your family. This is some new information about your father." Coulson tells him.

"Mind if I brought Ava for backup?" Peter asks. "I don't think she's going to be letting me out of her site."

"I never plan on letting you out of my site again." Ava states to him.

"Well be landing on a carrier in a minute, we have our own mission to handle while you're gone. They have a quinjet ready for you." Coulson tells them.

Once on the carrier, Coulson calls most of S.H.I.E.L.D.'s leaders, along with Trip and Grant to find out who and where the Clairvoyant is.

Peter and Ava left for their personal mission, not knowing that they have a uninvited guest with them.

Ava Starr, also known as Ghost throughout S.H.I.E.L.D. And now she's on a mission to get Peter, and send him to the others.

"We've narrowed the list of identities for 13." Coulson tells them as they got the Bus in the sky.

"Narrowed it down, from what?" One of the men ask.

"Agent Garret has been taking a second look at S.H.I.E.L.D.'s gifted index, specifically the rejects." Coulson explains.

"Individuals S.H.I.E.L.D. interviewed who are believed to have psychic abilities but were ultimately dismissed." Garret adds on.

"So you think we've encountered the Clairvoyant before?" Agent Sitwell asks.

"Think how many cases we've encountered across the globe. How many cases we vetted. It's more than possible, it's probable." Coulson says.

"Let's assume what you're saying is possible. What then?" Hand asks him. "If we're going up against an actual Clairvoyant, how do you suppose we combat that, especially without Agent S and Ayala?"

"By compartmentalizing the information." Garret tells them.

"A member of my team is an expert at pattern recognition and analysis, finding needles in haystacks." Coulson tells them, referring to Skye. "She'll prioritize the candidates on Garret's list, locate them, then pair us off into random teams."

"That way, only one person knows the full scope of the mission." Garret finishes.

Fitz-Simmons and Skye are still in the labs working on Peter's blood.

"Peter's recovery, it's completely unbelievable. We know Coulson had a very different recovery experience, so we understand why he's off against sharing it with others." Simmons says looking over Peter's blood she drew before he left. "This could save lives, it needs to be studied."

"You know, if Coulson says it should stay with us, why don't we listen to him on this one?" Skye wonders when Ward comes in and calls Skye back up to the meeting and Sitwell is called to the Triskelion in Washington and Hand went back to the Hub to run the operations from there.

In the quinjet, Peter and Ava are wandering the streets following the coordinates from the file. It lead them into the abandoned subway.

"I mean, don't you know anything about your father?" Ava asks as they make their way through the destroyed tracks.

"Only what my aunts and uncles have told me. I was five months old when they were killed." Peter tells her, when his senses go off and he turns to see nobody with them. "That's weird." He mumbles as they walk through and find a empty train station.

They see the name Roosevelt and know there in the right location. They know that, but they don't see a laboratory anywhere.

Ava sees some coins in the file and sees a coin slot on what might've once been what's now a ticket receiver and drops one in. They wait for a minute for something to happen when they see the tracks opening up and a train rises up and they see the S.H.I.E.L.D. logo on it. The doors automatically open for them, and they enter to see a bunch of vials of failed super solder serums.

"This is where it all began?" Ava asks while looking at one of the canisters of old chemicals.

"This is how I was born. How I got my powers...how I became Agent S." Peter says and turns on the computer inside the train and it shows several files on Super solder prototypes and several home videos.

Peter turns one of them on and it glitches at first before a clear image of him when he was about two months old, and his parents.

"Say hi to the camera, Peter." Mary tells baby people who looks to the camera in his father's hands and laughs.

"Oh, you were such a cute baby." Ava comments looking at the footage as Peter chuckled at hearing his mother's voice for the first time ever.

The camera glitches to Richard Parker sitting in what appears to be a S.H.I.E.L.D. room. "It's been two months since Peter's birth and he seems to be advancing better than other kids his age. But other than that, there's nothing strange to report. Maybe the super soldier serum didn't affect with him as we first thought." Richard says before it moves onto the next video dated a week after the last one.

"In my last update, Peter showed no signs of powers, but recently, he's been acting strange. When a agent walked past him, he cried like no tomorrow, the same day, we learned that Agent was planning an assassination attempt on Director Fury. Looking further into it, we learned his mind has developed the ability to...sense danger. Like a sixth sense. We think this is the one of many powers that he will have."

The videos then go on, when a familiar date stands out when Peter looks and sees that the final video is date the day they died.

"Are you sure you wanna keep going?" Ava asks him, eyeing the same date as him.

The S.H.I.E.L.D. team went looking for the Clairvoyant when they were attacked by Deathlok and he hurt Blake in front of May. Their Clairvoyant is Thomas Nash, who seems to have disappeared for some time.

Simmons has left for the Hub to debrief on everyone about what she can on Deathlok and she's using it as a chance to experiment more on Peter's blood to find out what GH-325 did to him and has a encrypted line getting set up from Fitz.

"You said Blake fired how many rounds?" Coulson asks May.

"I heard six, why?" May asks.

"Because there are only five missing from this magazine." Coulson says and sees ones missing from the tag trackers, and now they know they can track Deathlok.

They have a signal inside a abandoned racetrack and an entire S.H.I.E.L.D. team ready to fight Deathlok and the Clairvoyant.

"What could this code mean?" Mary asks.

"I think it's supposed to be an activation code.  Wait. I think it cracked it." Richard says to Mary.

"It's just...what if they know?" Mary asks.

"Who know what?" Richard asks.

"What if these people know about his powers?" Mary asks. "He's the first enhanced human since Captain America." She keeps saying.

"Coulson will protect him." Richard tells her. "He'll always be protected."

"I'll be back." Mary says as she goes to the bathroom as Richard keeps trying to crack it and the pilot doors open and he steps out.

"Mr. Parker." He says and starts washing his hands over the sink. "No rest for the future, huh?" A voice asks.

"No, it would seem not, Rumlow." Richard says.

Peter and Ava look shocked to hear that Brock Rumlow was on that plane, but how did he survive?

"I don't really see why Fury assigned you to this." Richard says.

"Well, he didn't. Ga—— did." Ward explains and the camera seems to have glitched for a second so they didn't hear the name. "So, what is it you're working on that's so secret?" He asks.

Richard looks back at the computer to whatever's on the screen. "I'm just...planning ahead." He explains, disturbed. "You don't know what's gonna happen." He explains. "So, you think I can radio the Hub and make sure they're prepared for our arrival?" He asks, getting up.

"Step ahead of you. Already done." Rumlow says.

"I think I'd like to make sure for myself." Richard says as they hear Rumlow pull out a gun.

"I think we both know that's not an option, Doctor." Rumlow says.

Richard looks back at the computer as the message comes clear. He looks back to Rumlow in shock. "You're HYDRA?" Richard asks.

Those words, they froze the two agents hearing the Nazi science division that Steve Rodgers fought in WWll is still around, and a member of S.H.I.E.L.D. is part of it.

"HYDRA is still around?" Richard asks, trying to see how he missed it.

"Oh, don't worry, even the Director is clueless. We've been here since Rodgers tried beating us." Rumlow explains.

"Cut off one head, two more grow back." Richard says.

"You know, they told me to kill you." Rumlow explains. "Then take whatever you have on us. But I can offer you a chance to see your son again." Rumlow says. "Garret wants to offer you a choice." Rumlow explains.

"A place in HYDRA?" Richard asks.

"All we want to know is what your son can do. And where we can find him." He says.

"I'd die before I let you turn him into a weapon for HYDRA." Richard states to him and Rumlow looks sad.

"Come on, Richard, think of your son." Rumlow says.

"I am. That's why I'm not joining." Richard tells him.

"I'm sorry to hear that." He says and walks towards the bathroom door and makes sure it's locked.

Richard takes this time to send a message to Fury. "S.H.I.E.L.D. is compromised." It says and sends it as Rumlow turns back around.

They hear some form of fighting happening but the camera isn't with them, so they don't know what's happening

"They say you're a genius. S.H.I.E.L.D.'s best to offer." Rumlow says as he takes his laptop. "Sadly, it's a wast. Don't worry, we have plenty of people looking for your son. We already checked with your wife's sister. May, is it?" He asks.

"What?" Richard asks.

"Yeah, she was a nice girl. Sorry to see her go on a robbery gone wrong." Rumlow says, faking empathy.

Mary breaks the door open and he gets distracted and turns to her. Richard takes the opportunity to punch him and he stumbles and kicks Richard off of him and aims the gun at him. Mary takes a wine bottle and hits him in the head.

They then hear a gunshot go off.

"Mary!" Richard shouts as he gets back up and kicks Rumlow unconscious. He grabs the gun and goes to Mary.

"Hey, you're okay." He says as he moves her to a seat.

"Richard...Peter." Mary gasps.

"He's with Coulson. They don't know where he is. He'll protect him." Richard says.

"The laptop." Mary says and Richard sees it on the ground and now the agents see Mary has been shot and is bleeding out.

"I gotta let him know...we might not make it back." He explains as Rumlow gets back up and punches him and he falls. Rumlow takes his gun and shoots at the front of the plane and the dead pilot falls forward on the wheel and they start falling in the air as Rumlow takes a parachute and heads for the exit.

"Sorry it had to end this way, Richard." Rumlow says. Richard looks over to Mary as she has the laptop and already sent another message to Fury. "It's been an honor to meet you, mrs. Parker. I'm Rumlow, by the way." He says as he leaps out of the jet. They can't do anything as the plane starts to go down and crash into the ocean.

The video then finishes and Peter is now so confused.

"I'd ask if you're okay, but I know you better than that." Ava says and takes his hand.

Peter's senses go off, and this time, he knows what's wrong. "Someone's here." Peter says and they look out the window to see Ghost.

"Starr?" Peter questions, confused to what's she's doing here.

"What's that?" Ava asks Peter, seeing that the figure is glitching in front of them.

"S.H.I.E.L.D.'s Ghost." Peter informs her, knowing they're in trouble.

The team, being Garret and Coulson follow the signal Deathlok left them into the basement. Coulson holds out the gun ready to fight with Garret on his back as they make their way through the basement looking for Thomas when one of Fitz drones go off course meaning it's found something new and the two folloe it to a room filled with monitors and computers with Thomas in the center of it.

"What the hell?" Garret asks, seeing Thomas is paralyzed and can't even talk.

"Agent Coulson, Agent Garret. I surrender." Thomas tells them as the rest of SHIELD's team finds them. "Forgive me if we don't shake hands. I don't like to be touched."

"Sir, we've got a lot of wires back here." Ward says seeing every wire connected to the screens and Thomas himself.

"Don't touch anything. We need this room swept for explosives." Coulson states.

"There are no traps here, Agent Coulson. You're here because we are destined to meet." Thomas tells Coulson.

"You're the Clairvoyant?" Garret questions, confused.

"I'm Thomas Nash. Mr. Po gave me that other name. A bit dramatic for my taste."

"Eyes open, everybody. Deathlok could be down here anywhere, and who knows what else." Coulson warns them.

"Mr. Peterson is gone. I cut his feed, so you won't find him."

"But you had him lead us here, why?" Coulson asks.

"So I could see you with my own eyes instead of his. Now I understand why I couldn't see you after you died. Because you, yourself, could not see. You were simply a broken man who didn't know he was broken."

"You're one to talk."

"Let's pack this freak off to the Fridge where he belongs." Garret interjects their argument.

"Agent Garret, look at me. Do you believe you can confine me any more than this chair?"

"Can somebody tell me how we turn that stupid voice thing off?" Garret asks everyone.

"I will join Raina in your prison, Agent Coulson, But I will see you wherever you go, just as I saw you holding Peter Parker in your arms, bleeding... dying. Here you've been searching for years for who killed the Parker's. You're looking at the man who ordered their deaths. They were getting too close to finding out the truth, so I made sure their plane didn't make it."

Coulson looks shocked that this is the man who killed Peter's parents, ordered the hunt on Peter, who ordered him shot. He moves closer towards Thomas.

"You're going away. We're gonna stick you in a little box where no one will ever hear you again." Coulson informs him, ready to get justice for the Parker's.

"I see you're angry. Head clouded with lies. You've been betrayed, and now you don't know what you sent Peter into."

Coulson is starting to get worried now. "What do you mean by that?"

"You think I wouldn't know about how he wouldn't be here? No, it is inevitable. You raised a force beyond your comprehension what is now going to be taken from you, you and Peter will loose what you love. He has what we want and he will die giving it to us. I have seen it."

"You won't touch my kid. And you can go to hell." Coulson tells him.

"No matter where I go or wha you to to me, it won't save Peter now. He is no longer your Agent S, he is now Agent-"

He gets cut off by a gunshot going off and they see it came from Ward.

"What did you do?" Coulson asks, now not knowing what's going to happen to Peter.

"He's dead." Garret tells him. "It's over."

Ava got thrown through the train by Ghost who's hell bent on getting to Peter.

"Ava, whatever's happening, you don't have to do this." Peter tells her.

"I'm sorry, but it does have to happen." Ghost tells him. "Тоска." She tells Peter who runs in to punch her when his hand suddenly freezes mid punch.

"What's happening?" Peter asks.

"ненависть, смерть, рассвет, семнадцать, разрушение, девять, возвращение домой, один, грузовик, разрушение." Ghost continues as Peter is trying to stop himself when he suddenly freezes and stands up. "Agent H?"

"Ready to comply." Peter tells her, completely lifeless.

"Peter?" Ava asks, confused to what's happening.

"End her, then report to base." Ava says and vanishes.

Peter races at Ava, Ava dodges his attacks and is trying to get through to him.

"Peter, what's gotten into you?" Ava asks as trying to get away from him. Peter isn't making it easy for her as he shoots a web at her and pulls Ava towards him and punches her into the ground.

"I'm sorry about this." Ava says before she pulls out a light flash and it blinds Peter for a minute.

Peter looks to try to see where she went, but his vision has been limited and his ears are ringing so he can't hear her retreating.

Ava has made it out as fast as she could and got into the quinjet where she contacts the Hub and quickly took off before Peter could reach her...hopefully.

"This is Agent Ava Ayala reporting, Agent S has gone AWOL. I repeat, Agent S has gone AWOL." Ava tells them through the microphone as she breaks down trying to figure out what's happening. She doesn't understand...

What's going on?

What's changed?

What happened to Peter?

Back on the Bus, Skye goes into Coulson's office and sees he's in deep thought.

"Are you busy?" Skye asks.

"I'm worried." Coulson tells her.

"About Ward?"

"About Peter. I can't get into contact with him or Ava. Whatever the Thomas was gonna say is left in the dark. He said we raised a force beyond comprehension. And that he wasn't going to be Agent S, but another Agent."

"And now he's dead."

"After the attacks lead us right to him. Investigation all wrapped up in a neat little bow. I feel like he has something planned, and that it's already in motion. He's in our heads."

"Or on our files." Skye interrupts. "When you told me to check into the psych evals, you said something. You said, read his mind. And it got me thinking, the Clairvoyant knew so many things. Gwen's death, how it affected him. Did Raina mention how Peter never truly got over Gwen's death? His psyche evaluation called it a definite moment for him." She says and Coulson looks at the information. "These aren't just personality tests. They're surveillance on every Agent. Pictures, stats, where you've been stationed, who you'd visit, where you'd like to eat."

"Dinners at the Richmond." Coulson now realizes which could be worse. Peter grew up within S.H.I.E.L.D., if anyone wanted him, that could make it easier for them. "The Clairvoyant only knew you guys would be at Quinn's Villa..."

"After we put on the tracker." Skye interrupted him. "And the only think he's has trouble seeing is the day after you died."

"Because Director Fury wouldn't release that information to anyone. The Clairvoyant doesn't have abilities, he has security clearance. He's an Agent in S.H.I.E.L.D." Coulson says before racing out of his office to talk to Ward.

Fitz is working on the signal to talk to Simmons when he finds that May has a secret phone built in with a thumbprint scanner so only she can access it. He walks out to run into Skye.

"Fitz." Skye call's out. "I was looking for you."

"Me? Why? I didn't do anything." Fitz tells her, nervous.

"What I didn't say you did." Skye states but knows he did something. "What did you do?"

"I'm...not quite sure. I was doing maintenance in the avionics bay before. Okay, why would May have an unauthorized encrypted hard line in the cockpit, complete with a thumb scanner that isn't in any of the planes specs?" Fitz asks her.

"Wait, an encrypted hard line?"

"Dedicated to one receiver." Fitz informs her. "She's not suppose to have that. Who's she talking to?"

Skye then comes to a bad conclusion. "Cut the tile. I need you to cut the line right now, Fitz. Do not let her call out." She tells him and he runs off and Skye runs to find Coulson.

"We have a problem." Skye tells Coulson.

May is trying to contact Director Fury with the line when it goes dead and she grabs her gun and heads out.

Fitz makes it to the labs and activates the bulletproof glass as May makes it down and accidentally shoots a few icer's at him.

"Put it down!" Coulson says from above her. "Put It down, May!"

"It's not what you think, Coulson. It's just an Icer." May says aiming at him.

"This one isn't. It's real with actual bullets. So you better put yours down and tell me what the hell's going on right now."

"I can't." May tells him when Slye comes out and aims another gun at her.

"You better listen to the man, Agent May." Skye tells him.

"You have no idea what you're doing." May tells them both.

"Maybe not. But I know you're not fast enough to take us both." Skye replies.

May sees she's right and starts lowering her gun. "Look...I can explain everything. But not here."

"Why not here?" Coulson asks her keeping his gun aimed at her. "You have to check with someone first, using that encrypted phone in the cockpit? Who's on the other end of that line, May?"

"I can't say."

"That's okay. I think I know. It makes sense now why Deathlok put blake in critical condition, but left you alive and well. Why he led us to the track only to disappear instead of defending his boss." Coulson states. "Why would he do that? Because that wasn't his boss, was it? Was it?!"

"What are you talking about?" May asks, now getting confused.

"Stop lying to us! Who do you answer to?! Who's the real Clairvoyant?!" Coulson asks when suddenly their plane starts turning around and they all tumble over. "What's happening? What did you do? Where are we going?!"

"I don't know! I didn't do it, Phil I swear!" May tells him.

"If you're not doing it, who is?" Coulson asks.

At the Hub, Hand has taken control over the Bus and has put it on a direct course to the Hub.

Back on the quinjet, Ava is alone and opens Richards computer she snagged and sees they were trying to decipher a message and it finally went through. She asked what's changed...Everything has changed now. The organization is stepping...out of the darkness, and into the light.

Hail HYDRA

HYDRA has been hunting Peter all these years, and now he's theirs.

Chapter Text

Ava has began bandaging herself up after her encounter with Peter and now knows there's nothing else she can do, but wait for someone to contact her as she's already set the coordinates to get back to the Bus into the computer when she thinks how she got these wounds.

Peter wasn't acting like himself. He was acting...focused. It was like he had only one thing in mind, and that was ending her at all cost.

Someone must've done something to him, then she remembers how Rumlow was the one who killed his parents and how he would always call Peter away when they were training back when she first joined S.H.I.E.L.D.

What if he was doing something to Peter over those months?

He always had some strange memory gaps he couldn't explain since he didn't know what they were talking about.

There has to be one reason for it, he's been brainwashed into their perfect weapon.

Whatever Ghost said to him, it awoken the Agent H inside of him.

Back on the Bus, they're still fighting over what's happening.

"Tell us where you rerouted the plane." Coulson commands May.

"I didn't set this new course. I swear!" May replies.

"Don't lie to me!" Coulson tells her.

"The plane turned around for gods sake!" Fitz tells her from within the labs.

"H.Q. can override automated control of the avionics, take us anywhere they want." May tells them. "Let me check the instruments-"

"No way!" Fitz says.

"You're not anywhere till you explain what-" Coulson was saying when May stops him.

"It's not me!" May interrupts him, getting annoyed by answering the same questions.

"Why did you have an encrypted hard line?" Coulson asks.

"And try to shoot me when we found it?" Fitz questions.

"Let's take a breath." May tells them.

"Let's not!" Coulson states, loosing his patience.

"It was a dedicated channel...to Director Fury. That's the truth." May finally tells them.

"Director Fury?" Coulson questions, not understanding. "I haven't been able to get him on the line for weeks. Only that file for Peter's mission that you gave me then he suddenly lost all contact with us."

"You were reporting to him?" Skye asks.

"That's all I can tell you." May tells them.

"Oh, just come out with it!" Fitz says, getting annoyed by the vague answers.

"That's all you can tell us?!" Coulson questions.

"I'm under orders. Fury will tell you." May promises.

"What, was this an order?" Fitz asks looking at the icers she shot at him.

"Wait. We're not heading to Fury anymore." Coulson tells them since the plane changed course from the Triskelion.

"I don't know where we're headed. And I can't get fury on the line because Fitz cut the line!" May tells him.

"Skye told me to." Fitz defends his actions.

"Someone was talking to the Clairvoyant, the real Clairvoyant." Skye explains.

"You were in the walls, Fitz. You want to explain why you were tampering with the plane's sat cable?" May asks.

"Sure, because that's relevant! Don't try to turn this on me!" Fitz states when Coulson looks to him.

"Fitz?" Coulson asks him to explain.

"I was trying to speak to Simmons at the Hub." He explains.

"What's so secret you needed an encrypted line?" Coulson asks.

"You tell me!" Fitz says. "Simmons and I know you and Peter must be keeping something about that drug that saved your life. Simmons is just trying to figure out how the bloody thing works!" He explains.

"Fitz. Who is she talking to?" May asks.

"Fitz, open the door." Coulson asks him.

"Not until we sort this out." Fitz tells him.

"We can't get anything sorted until you open the door." Coulson tells him. "Skye, get your laptop hooked up to our systems. See if you can pull up any S.H.I.E.L..Dis communications. I want to know where this plane is headed and what happened to Peter's quinjet, now." He says and Fitz opens the doors for Skye to get in.

"Now tell me who Simmons is talking to. Because if it isn't someone we trust, she's in serious danger." Coulson tells Fitz.

At the Hub, Simmons is with Trip who has offered to get her a secure line to the Acadamy to talk to Agent Weaver to help.

Skye has found some noise on the communications of S.H.I.E.L.D. when a quinjet lands on the roof.

"Now who's this?" Coulson asks and Fitz goes up to see Ava stumbling out of the quinjet.

"Ava?" Fitz asks shocked to see her, but no Peter.

"I...I couldn't...I-I'm sorry." Ava apologizes while she cries as Fitz helps her down into the labs to be checked on.

"Ava, what happened to you?" Coulson asks seeing she's injured.

"We were...we were ambushed." Ava says while she starts breaking down to the events. "Some woman who can turn herself invisible and couldn't be touched. She did something to Peter."

"What did she do to him?" May asks, getting just as worried as Coulson.

"She turned him into...Agent H." Ava says and the others now know what Thomas was going to say before Ward shot him.

"He's no longer Agent S." Fitz quotes what the clairvoyant said when they get word from Garret that he's under attack.

Coulson shoots May with an icer and decides he needs to focus on what's happening and moves her into the room.

"Ava, what's that?" Skye asks seeing the computer.

"Answers." Ava says and hands it to her.

Later Garret joins them in the control room as Skye gets the message from Richards computer.

"This is what got the Parker's killed. It's a simple message finally being repeated."

Out of the shadows, into the light

The message reads and they're seriously confused.

"Can I ask the obvious question? What the hell?!" Garret asks.

"We don't know. We don't even know where our plane is headed." Coulson states.

"I saw your trajectory. You're headed starting to the Hub." Garret informs them and they all know who's in control down there and they put the pieces together.

"Victoria Hand." Coulson mumbles. "She's the Clairvoyant." He realizes.

"Where's Peter?" Garret asks seeing Ava all bruised up.

"Apparently, whoever sent out this message, had Peter turned into a sleeper agent over the years. Now he's Agent H." Coulson tells him.

"And you think that was Hand?" Garret asks.

"She was the only one who knew that the Parker's plane was heading to the Hub." Coulson states.

"You really think she's capable of blowing a plane of innocent agents out of the sky?" Garret asks.

"Didn't she just try to blow you out of the sky?" Coulson asks.

"Trust me, she's definitely gone nuts. But if they're coming into the light, who's they?" Garret asks.

"That's who." Ava interrupts and they turn to the screen to see the message.

Hail HYDRA

"HYDRA?" They all ask, completely in shock that's who was after Peter, but now it makes sense.

They've been trying to get super soldiers for years. And Peter would be their biggest leap forward to that goal.

"I thought HYDRA was defeated after World War Two." Fitz says.

"It was. S.H.I.E.L.D. was found in the wake of that victory." Coulson tells him.

"Ad they've been after Peter all this time. Waiting for S.H.I.E.L.D. to raise their perfect weapon." Ava states.

"Guess they wanted to skip his diaper changing." Fitz replies.

"Cut off a head, two more will take its place." Coulson says, agreeing with Ava.

"Is that how it went? I thought it was a limb." Garret states.

"No, it's a head." Fitz, Coulson and Ava tell him.

"But it was sent in a S.H.I.E.L.D. source. It has to be a signal to all HYDRA agents inside S.H.I.E.L.D." Skye tells them.

"And they took away our biggest asset and turned him against us." Ava states, hoping there's a way to save Peter.

"Well, if they have Agent S, there's no hope." Garret replies, knowing they're dead if they have Peter, S.H.I.E.L.D.'s greatest and deadliest Agent.

"What does this mean, though?" Fitz asks them. "In S.H.I.E.L.D.?"

"Targeting Level 8 agents, seizing power." Garret tells him. "Wonder how deep it goes."

"This signal is everywhere. It's deep." Skye tells them.

"Do you know what this means?" Coulson asks them.

"We're screwed with a side of death?" Ava tells him.

"We can't change course, and we have no idea what's waiting for us at the Hub." Coulson says and Fitz remembers Simmons is there.

"I saw we blow a hole in the side of this puppy and parachute out, live to fight another day." Garret tells them.

"We can't." Coulson tells him.

"It's a cherry ride, I'll give you that, but let's not just hand over the keys." Garret replies.

"Simmons' at the hub. We have to save her." Fitz tells him.

"Oh, yeah. Tripp's there, too." Garret realizes. "I don't mind saying I don't like the odds on this one."

"And if Hand is a...hand of HYDRA, she might be the one controlling Peter." Ava states. "I'm gonna do whatever it takes if it saves him."

"I'm all with you, kid. But we're gonna need the specialists we have locked up." Garret agrees with her. "We need every weapon we can get."

"We gotta saves them." Skye says, on board.

"So we'll fly in there, face the music...even if it is the HYDRA theme song." Coulson says, agreeing with them. "I'm not giving up on Peter either. If they want him as a weapon, we gonna remind him he's a person. Not a personal attack dog."

At the Hub, Simmons and Trip were able to get into contact with Weaver and she warned them that HYDRA is everywhere.

Then after she hangs up, they start trying to get word out to their friends to find out what's going on.

Fitz repaired the line and Coulson is willing to see if May is telling the truth about her line to Fury because there's no way things can get any worse and they let Ward go so he can help.

May calls on the line to get some stranger on the other line and gets told that Director Fury is dead.

That's when S.H.I.E.L.D. starts firing into the plane and everyone ducks for cover, and they need to leave.

"Can Fury seriously be dead?" Ava asks them.

"Fury trained Peter how to play dead. Gave me a few close heartattacks when he was younger." Coulson tells her. "He even taught Peter how to avoid death from everything. Even a nuclear bomb."

"Is there anything on this plane they shouldn't get their hands on?" Garret asks them.

"Everything downstairs." Ava admits since of HYDRA got everything they've been doing, they can do some real damage to the outside world.

"Come out with it now, May." Coulson tells her. "Were being shot at by our own people. Fury's gone. Time for some answers."

"Fury knew you'd want me to join up, asked me to keep an eye on you." May finally admits to him.

"Looking for what?" Coulson asks her.

"Signs of physical or mental deterioration, to keep him updated. It's that simple." May tells him.

And now it's time for the million dollar question. "Did you know about Tahiti?" Coulson asks her and her silence answers everything. "How could you do that to me? After all we've been through, the years we spent together in Ops, helping raise Peter?"

"He said it was essential you couldn't know." May tells him.

"The time I spent sitting through the ashes with you in Bahrain?" Coulson asks her, keep listing everything they've been through. "I gave you a second chance when I assembled-"

"I assembled this team." May states to him. "I evaluated what was needed, and I gave the assessment to Fury, and he gave you the parameters for your unit."

"What was needed, May?" Coulson asks her.

"Someone who could repair your body, a technician who could reprogram your brain, and a specialist to help me put you down if it had to be done. But I didn't do it for Fury. I did it for you and Peter, to protect both of you! You mean a lot to me." May informs him. "When I heard you were dead, it pained me to see how Peter was dealing with it. You may not believe me, but that's the truth. And I have nothing to do with the Clairvoyant or this HYDRA threat, or Peter's brainwashing." She promises.

"I want to believe you...but you've used that against me this whole time." Coulson tells her. "Look, we need a plan to get out of here with whatever we can take with us."

"About that..." Skye interrupts.

They show Coulson everything they have kept onto the computers from their past missions and know they can't get their hands on any of this.

"If they get tee hands on all of this, and the Gravitonium in the Fridge..." Ward was telling him.

"It's below the Fridge. No records." Coulson tells him.

"But on the off chance they get the designs to weapon it. Even everything on Peter is here, including the drug from Tahiti." Ward warns him. "If HYDRA is really about to seize this plane..."

"Wipe the systems." Ava interrupts him.

"I'm backing it all up on this hard drive to keep our edge." Skye tells them.

"Do that, then scrub the plane clean." Coulson tells them and they need to move fast to avoid the rest of HYDRA.

For Simmons and Trip, they finally get discovered and Hand enters the room with more agents with guns.

"The rest of your possibly very short lives hinges on this moment." Hand tells them. "HYDRA has successfully infiltrated S.H.I.E.L.D. at the highest level. It only took seven decades, and today is our coming out party. We have support of the Level 9 and Level 10 Agents. And those who have resisted HYDRA have been crossed off...Director Fury included."

That news shocks the two as this is the first they've heard of it.

"I'm here to offer you a choice, and a simple one at that. Either swear unwavering loyalty to HYDRA right now for all time...or share Fury's fate." Hand says and all the An gents raise their weapons.

Trip attacks the closest agent and takes their gun and raises it to his head.

"Cross is off...and one of you goes, too." Trip warns them.

"Right answer." Hand says and they all lower their weapons. "The number of people I trust is now seven." She tells them. "Where are we on the roundup?"

"Were moving all agents below Level 5 to east holding. I have men monitoring microphones in most of the rooms." One of the agents say.

"And our strike team?" Hand asks him.

"They've stormed the plane, Yes." He confirms.

"That was a test?" Simmons asks.

"That very few have passed." Hand tells her.

"You're not HYDRA. Thank god." Simmons states.

"Don't celebrate just yet. We may not be HYDRA, boy Coulson and Agent S, they are." Hand says and that statement shocks Simmons.

Coulson and most of the team go to take back the surveillance room and pretend May and Coulson are their prisoners.

"We caught 'me. The slippery bastards." Garret tells them and they all take out their Icers and shoot them down.

Fitz gets to the surveillance cameras and starts looking for Simmons.

Hand brings simons and Trip to the Ops room to find where Coulson and the rest of the team are and they didn't find him on the plane.

There, Hand warns them to use lethal force to stop the team.

"Are you mad?" Simmons finally asks. "How could you be doing this?"

"HYDRA wont show mercy. Neither can we." Hand tells her.

"There is no way Coulson and S are HYDRA!" Simmons states to her. "They are good agents, who have given everything to S.H.I.E.L.D."

"He's a liar." Hand states to her, "Agent Blake came to me with his suspicions that Coulson and the other Level 8 agents were involved in some sort of conspiracy. Then Coulson sent him in an op that put him in the I.C.U. and then we received this message from Agent Ayala regarding the mission she and S were sent on." She informs her and plays the message.

"This is Agent Ava Ayala reporting, Agent S has gone AWOL. I repeat, Agent S has gone AWOL." The message says and Simmons is shocked to hear this.

"You believe me now?" Hand asks her. "The lies add up. He was put in charge of caring for Peter to make sure he was never turned into a weapon. But all we did was hand that child to the people he was supposed to be protected from and was raised by them. They earn our trust, our sympathy. They make us like them. And when you hesitate, they strike. We have to strike first." She tells Simmons.

Back in the surveillance room, they're trying to learn their next move and where Hand is.

"Here's Hand, we found her." Ava tells Coulson.

"She's outside the east wing situation room." May says.

"And this is definitely a situation." Garret jokes.

"Is Simmons there? We don't move until we find Simmons." Fitz states.

"I'll say it again. Best bet to save her, use the ventilation system to get above the sit room." Garret tells them. "Drop down using Fitz's mouse hole, and put two bullets through Victoria Hand's heart."

"Without questioning?" Coulson asks him.

"Question what?" Garret asks him back. "Whether she wants to kill us fast or slow?"

"Last time we did that, we shot the wrong man." Coulson reminds him.

"He's right." Ava agrees, even though she wasn't there. "If she is the person who brainwashed Peter, she will have to know how to snap him out of it."

"This is the battle for S.H.I.E.L.D.'s soul right now, we can't worry for one Agent when we're on the front lines." Garret states to them all. "History will remember us this day."

"That's right. It's for S.H.I.E.L.D.'s soul. And murder without consideration isn't S.H.I.E.L.D." Coulson informs him.

"Consideration? Consider this. She had one of my men killed with a bomb rigged to his gas pedal. The other two were floating in the hotel pool, and they weren't doing the backstroke." Garret tells him.

"We can easily ice her." May replies to that.

"You don't put someone like her in ice." Garret informs her. "She had the Parker plane shot out of the sky, had Peter shot in the stomach, because she was curious on what they were hiding and what they learned with the super soldier serum. Had Mike Peterson, burned alive and turned into a Terminator as your kid would put it. Had that said kid that was shot turned into, according to Ayala here, a mindless killing machine. Hired Osborn himself to hunt down Peter, turning him into...what do we call him? Green Goblin? She tortured you, using the same machine she used to brainwash that bitch in the flower dress. And right now, she's probably doing the same to Simmons and Trip." He says and Coulson is confused how he could know that.

"I never mentioned that." Coulson tells Garret. "I never said anything about Osborn or Raina." He explains since only Peter and Coulson learned that.

"I must've read it in a report then." Garret says.

"You weren't with us." Coulson reminds him.

"The point is, how many more have to suffer before Hand gets hers?" Garret asks him.

"You showed up right after Raina happened." Coulson says.

"What are you getting at?" Garret asks.

"After Peter was shot, Quinn said it would lead the Clairvoyant to the cure. That's exactly what I did. I walked you right in there with me." Coulson finally puts together.

"Look, Phil, it's been a rough day. Especially for you with S being on the run somewhere, I get it. But you need to take a second and..." Garret tries lying but sees it's finally out.

That's when the doors break open and a dozen agents surround them.

"Take Agent Garret into custody. He's the murderer they call the Clairvoyant. He's a traitor." Coulson tells them.

"Gentlemen. I know anger Sitwell was in charge if filling your ranks, so at least a few of you know what to do in this situation." Garret says and half of the agents turn and kill of the real agents.

"Hail HYDRA!" They all say and they know they're back to being screwed.

"Those three men in your unit...guess they asked the wrong questions." Ava guesses.

"Until today, it was all about keeping the secret." Garret tells her.

"So that mean you're gonna kill us?" Fitz asks him.

"That wasn't my plan, really. If it was, I could've done it anytime I wanted. No, Coulson and I go way back, back to the days when Fury was teaching us tactics. Clearing corners, slicing the pie. Then we started teaching those same tactics to Peter." Garret tells them and looks to Coulson.

"Fury would bury you for this." Coulson states, anger dripping on every word.

"Probably." Garret admits. "Instead, he'll have to roll over in his grave. He must've uncovered our secret. Otherwise he wouldn't have sent Peter to his dad'a laboratory. Top brass did what they had to do. Explains why we've suddenly come out of the shadows. Not a minor inconvenience I might add. Waving the S.H.I.E.L.D. flag as hard as we could. I guess we'll be changing colors now."

"For HYDRA?" Coulson asks him. "You really believe all that crap? Spreading death and destruction?"

"I wouldn't say I'm a true believer. Let's just say I felt the wind changing direction and swung my sail. You really should, too." Garret tells Coulson.

"I would die before serving HYDRA, you sick son of a bitch." Coulson replies. "And I'll make you pay for what you did to the Parker's. All of them."

"I hate to tell you, but...you and the kid have been serving HYDRA all along." Garret tells him. "I guess death is the only alternative. It's a sad thing. I consider you a friend. I was happy when I head you'd made it through."

"So happy you had me tortured for three days to find out how they did it and then shooting my kid." Coulson reminds him.

"I didn't enjoy that." Garret admits to him. "Phil, this is me being honest."

"No, John. This is you being a psychopath." Coulson informs him as he looks to May.

"I know you'd follow him to the grave, so..." Garret says and looks to the others. "As to you, Agent Fitz, you'll hold a very high rank, on our tech division of you volunteer. If not, you'll have no rank and a lot of pain."

Fitz knows his decision, but doesn't want to die all the same. "You're gonna suffer for what you've done." He tells Garret. "And I...I plan on being a big part of that. Peter was like a brother to me and Simmons."

"I like you, kid." Garret says to him and then looks to Ava. "What do you say, Ayala? You wanna see Peter again? You have that chance now. You two would be the greatest agents for the cause." He informs her.

Ava looks to him with a look that could kill an army. "I will claw your eyes out, and make it so nobody will recognize your corps for turning Peter into the thing he most feared he would become." She states to him.

"Man, you all got some emotional connection to that kid." Garret says and turns to his men. "All right. Let them have it. But shoot those two in the kneecaps." He says looking to Fitz and Ava when a explosion goes off in the distance and that was Ward and Skye's part of the plan. Blowing the servers.

As the lights started flickering, everyone took this as their opportunity to fight back and Ava quickly clawed at Garret sending him flying.

May and Coulson start taking care of the agents and Ava helps finish them off.

The lights flicker back on and Hand with her men come in with Simmons.

"We're not HYDRA." Coulson tells them.

"We heard...everything." Hand says and they see they had cameras hidden in the room.

"Who is?" Coulson asks. "How deep does it go?" He asks.

The infiltration went deep.

Hundreds of their friends, coworkers, they were all hiding within S.H.I.E.L.D. as HYDRA.

They got the Hub secure, but they know there is still more HYDRA out there.

They also learned that Captain America, Steve Rogers was at the Triskelion and took down Project Insight, and saved thousands.

"Captain America has defeated the Helicarriers at the Triskelion. But his status is unknown." Hand tells Coulson.

"And S.H.I.E.L.D. has fallen." Coulson tells her.

"HYDRA factions have taken control of our East African headquarters and the Treehouse. And those are just the ones we know of."

"Anything on Agent S?" Coulson asks her.

"S is our greatest Agent. If he wants to be found, he will show himself. But if he doesn't want to be found, we won't ever see him." Hand reminds him.

"It's gonna be a scramble, a power grab." Coulson states.

"I'll head to the Fridge. At least that facility is secure." Hand offers.

"Don't need to remind you how imperative it is that it stays that way." Coulson says, thinking of all of Peter's enemies that are locked up in there and now dangerous it would be if they got out.

"And I'll find Agent Garret the smallest, darkest cell in the Icebox for what he did to S." Hand promises.

"I'd like to turn the key on that safe." Ward says as he walks in. "If you don't mind, sir."

"Don't mind the company, and I can always use a man if your skills." Hand says and looks back to Coulson.

"Pick you the pieces here at the Hub If you can, and only communicate on the radios. You and I might be the highest ranking S.H.I.E.L.D. agents that aren't HYDRA or dead. All we have is each other. So stay in touch, Agent Coulson. And I promise you, we will find a way to save Peter." She promises him.

"Then I guess you can call me Phil." Coulson tells her.

Hand then leaves with Ward to bring Garret to the Fridge in one of the quinjets as the others need to learn what to do.

They all board back on the Bus, not knowing what else to do.

"Skye, try to restore some of the firmware in the plane's systems. Fitz-Simmons , get a crew together. Help May patch the holes." Coulson tells them.

"Still want me on board?" May asks him.

"You're not a friend, but you're an ally. And we need all we can get." Coulson says.

"What's our plan now?" Ava asks him.

"We survive. And find Peter, then bring him home." Coulson tells her and she likes that plan.

On the plane bringing Garret to the Fridge, Hand and Ward are watching over him.

"He's not telling stories now, is he?" Hand asks Ward.

"You know what I'm thinking, Agent Garret? I'm thinking the icebox in the Fridge is too comfortable for you. Maybe we should put you a little deeper underground." She states but before she could speak any further, a blade comes from behind her and slits her throat.

Garret chuckles as Ward shoots the two guards and they see Hand drop to reveal Agent H has snuck onboard the plane and has already taken it over.

"Agent H, nice to see you again." Garret tells H but he says nothing, and stands there awaiting further orders.

Chapter Text

Garret took Ward and was able to break Raina out of prison and brought her to meet the Clairvoyant, Garret finally at a barber shop.

"This is where we're meeting the Clairvoyant?" Raina asks Ward.

"There's no need to call me that anymore." Garret tells her as they finally meet. "Names John Garret. Guess you were expecting more the fortune teller type."

"It's an honor to finally meet you," Raina says.

"Please, the pleasures all mine." Garret tells her. "You've down great work for us in the Centipede project."

"It was your gift that shows me the way." Raina says and now they have to break the news.

"Sorry, flowers, I hate to disappoint you. I never had any gifts, at least not the kind you believe in." Garret infirms her. "Just a very high level S.H.I.E.L.D. security clearance and persuasive personality."

"You're not clairvoyant?"

"Hardly. But if is any consolation, you weren't alone in believing, not by a long shot."

"So you're a fraud."

"A con artist. Had to pull the wool over S.H.I.E.L.D.'s eyes somehow to do what we set out to do. Remember what that was?"

"To change the world." She says and Garret shows her their entire underground lair that's underneath the shop.

At the Hub, Coulson and the team are still at the Hub while Coulson is assisting them to find who's secure in S.H.I.E..L.D. and there isn't much of them around anymore.

Ava has taken a stroll down memory lane through Peter's personal training room and finds some leftover gear and parts of his suit and that gives her an idea. That's when she gets her own idea to do with this gear if she's going to fight Agent S, she's going to need to fight fire with fire.

That's when Coulson gets a message from General Talbot that the U.S. government is coming and that isn't good for any of them, and it's time to move out.

"A lot of agents are staying behind to surrender." May tells Coulson as they all start boarding the Bus.

"Wish they'd reconsider. We need all the help we can get to fight HYDRA." Coulson tells her. "Where's Ava?"

"She's on her way. Said there was something that she needed get done before we left." May explains as they board the Bus.

Trip asked for a place on the Bus and Coulson is Okay with it but Simmons has to keep her eyes on him.

That's when they look to see Ava boarding the plane and she's wearing a almost identical outfit to Agent S' look. She redesigned Peter's backup outfit so that it would fit her, cut off the sleeves and left the fingerless gloves on and the rest of the outfit is exactly the same. She also found the time to put her hair up in a ponytail so it didn't get in her face.

"Damn, Girl. You look ready for a fight." Trip comments on her get up.

"I'm preparing for war with HYDRA." Ava corrects him. "Agent T, of S.H.I.E.L.D. I have a promise to keep. I'm gonna keep it." She says.

"Why T?" Fitz asks her. "For Tiger?"

"That, and also it's the letter after S. I'm honoring Peter's training, and I'm gonna need to be ready for a fight with Agent H. So I'm fighting S with T." Ava tells him.

They get into the air and put a destination that Coulson found on his S.H.I.E.L.D. badge and thinks is Fury reaching out and decide to check it out and May puts them in course and goes to check on Coulson who's in his office looking out the window without a care in the world.

"You wanna skip the part where you care about me and get to what you came here to say?" Coulson asks her.

"I need to take your weapon." May tells him.

"Wanna share why?" He asks.

"Fury's dead. Peter's missing. And we haven't had a chance to grieve." May tells him.

"There's no reason to. I have faith that he's alive. And I know we're going to find Peter and bring him home." Coulson states and stands up.

"What home?" She asks. "S.H.I.E.L.D. is dead. The world he knew is gone. Everyone else is either dead or HYDRA agents. Fury is more likely gone, no matter how much you want to say it. And what if we can't save him?"

"I'm not going to think about that." Coulson states to her. He did think about it, but he doesn't want to think that kid he raised is unreachable. "I promised his parents to keep him safe, and right now, we know he's being controlled to do who knows what who knows where. So we have to snap him out of it if possible. Ava already showed she's not gonna stop. I'm with her. Are you with us, or are you just planning on putting the kid you used to read bedtime stories to down?

May doesn't answer his question and leaves to keep the plane on course.

Ward and Garret left Peter at their base and left for the Fridge and started breaking everyone out of it. And Garret told Ward how the Slingshot program was a fake and everything that was shot out into space was nothing.

They start using the plasma particle beam that Coulson and the team found in Peru and used it to break out the most dangerous men they have, including Agent S' worst enemies.

"It's good to finally be out of that cell!" Electro states as they've set him free.

"Whatever, Max, just get out there and wreak some havoc." Garret tells him and he vanishes through the electrical equipment.

Garret and Ward walk up to a cell that they can hear maniacal laughing inside.

"You sure you wanna let this crazy one out?" Ward asks. "I mean, he's crazy as they come."

"You're telling me. You know, when we arrested him, he promised us that he would have his revenge on S by trying to create a device that would allow him to travel in between universes. So that way he can hunt down everyone who was like Peter and create a army of spider based warriors." Garret tells Ward as they blow the wall of the cell and see the one and only Norman Osborn.

The Green Goblin; murderer of Gwen Stacy.

"Hehehehe, time to hunt a spider." Norman says in a demonic voice with a devilish grin.

Coulson and the team make it to the location and land the Bus.

"Coordinates are about a 7 mile hike from here." Coulson tells them. "Terrain's pretty rough, even if it wasn't covered in snow."

"In less than eight hours, a nato satgelige will pass directly over us, and we'll be located." Skye warns them.

"So that means we have to hurry and I've done this long enough to know there's something up there. But this mission is your choice." Coulson tells them all.

"I'm right behind you all the way." Ava tells him and everyone else is on board.

"A lots changed in the last few days. I know you all have your doubts about what we've been doing, about me. But I don't, which is why I'm going to find whatever Fury has waiting for us." Coulson says and opens the doors to get out of the Bus and Ava takes out Peter's compass to find their way and they all follow.

They've been walking for a while through the snow, and are nearing the location Coulson's badge is leading them and they can't find anything anywhere.

"There's got to be something here." Coulson says as they've reached the location. "Stay alert. Eyes open." He warns them and all they see is a cliff side.

"How long should we look before heading back?" Skye asks Coulson.

"We're not going back, not until we find whatever Fury has waiting for us." Coulson tells her.

"What about the satellite?" Trip asks Coulson.

"It doesn't matter. The Bus used up all of its remaining fuel to get this far." Coulson tells them and none of them knew that.

"Did you know this before flying us out into the middle of nowhere?" Simmons asks him.

"It was the right play. Fury sent us these coordinates for a reason." Coulson tells her.

"And what reason is that?" May asks.

"I don't know, May! I don't know!" Coulson finally admits. "There got to be something here!" He says and looks at his badge. "This means something! It has to mean something! The world needs us! HYDRA is out there! They've got Peter...we-We cannot let them win. We-we can't let them define us. Do you understand that? We are not agents of nothing! We are agents of S.H.I.E.L.D., and that still carries weight! It-it has to carry weight! After everything we've been through, that carries weight!"

Everyone watches as he finally breaks down. Coulson just can't believe what's happening. This time last week, his world was perfect. He had Peter safe, miles away from the enemies that wanted him. He was able to keep the promise to his parents he was trying to keep for the past 14 years. Now Peter's out there, an enemy. On the opposite side.

Peter was always scared about his powers being used for someone's personal gain. And now, it's finally happened. Coulson looks at the badge and back at the group.

"I'm sorry." He apoligizes before throwing his badge that activated a turret and they all run for cover as it destroys his badge.

"Well, it seems like we've found it." Fitz comments.

The turret keeps searching for them and they're all hiding behind snow banks.

"Nobody move." May tells them.

"I really don't think that's gonna be a problem." Simmons assures her.

"This is a S.H.I.E.L.D. Facility." Coulson says.

"I think shoot first, ask questions later isn't exactly sound like them to me." Ava tells him.

"Well, it's not HYDRA. This is Fury reaching out." Coulson states.

"There's no way to know that for sure." May tells him.

"There's one way." Coulson says before standing up in front of the turret and everyone begs for him to get down.

"Identity yourself." The turret tells him.

"Phil Coulson, Agent Of S.H.I.E.L.D." Coulson tells it and it shuts down.

"Welcome, angst Coulson. We've been expecting you." The turret says and a piece of the wall opens up to reveal the base.

Garret and Ward return to the base and see they're already getting to work on draining as much of Peter's blood that they can without killing him to get to work on their soldiers.

But they don't have any way of getting through Skye's hard drive that has everything on it from the Bus that Ward was able to snatch and they can't crack it.

That means Ward has to go back to get Skye to crack it.

The team enters the new facility.

"What is this place?" Skye asks.

"One of Fury's secret bases." A voice says and they look to see someone else here. "I call it Providence, although technically it doesn't have a name since it doesn't exist. It being a secret base. If everyone would follow me." He says and they follow him into the cafe area of the base.

"Pretty cool, huh?" The new guy asks.

"I'm sorry, who are you, exactly?" Coulson asks the obvious question.

"Eric Koenig, Agent of S.H.I.E.L.D., Level 6." He introduces himself.

"Phil Coulson." Coulson introduces himself.

"I know. It's an honor to meet you, Agent Coulson. And I apologize for the kerfuddle outside. The precision remote system was designed to destroy any rapidly moving metallic object." Eric tells them.

"It was my badge." Coulson informs him.

"Okay, that's gonna be tough to replace, but soon you'll be issued your own lanyard." Eric tells him and looks to the others. "Lanyards for others will be distributed on a case-by-case basis."

"What happened to Director Fury?" Ava asks him.

"Fury...didn't make out I'd D.C., were all shaken by it." Eric tells her. "Especially after what happened to Agent S, and the falling of the Fridge." He says and that is bad and Eric then pulls Coulson to talk alone.

"It's nice to have company. Don't get me wrong, this place is great." He says and Coulson sees all the windows with views on them.

"What's with the windows?" Coulson asks him.

"That's supposed to make the isolation more bearable. Every day of the week has a different view." Eric explains.

"How long have you been here?"

"Since the Chituari invaded New York. Been reading a ton of historical fiction, gaming online with my brother. Ranking up major Call of Duty hours. You play?"

"S got me into it. Haven't been playing it recently."

"Peter was one of the good ones."

"Okay, so there was something you wanted to tell me?"

"Yes. My bad. Fury's not dead. HYDRA thinks they killed him, but he was able to escape."

"So you lied to my team?"

"I don't know them. Fury said only a few select can know. Maria Hill, Cap, now you and me."

"Where is he now?"

"No one knows. No one else can know. Fury's orders. So we're good?"

"We're good."

"Great. I have a parking space for the plane to bring in the plane. Set everyone up with their lanyards." Eric says and leaves to do just that.

Chapter Text

Ward got back into contact with them and was able to find the base and explained that HYDRA already took over the fridge and took everything and the prisoners are all free now. And that he supposedly killed Garret after everything he did.

But Ward was able to save the hard drive if all of their stuff on it. Coulson asks Skye to pull out a list on who escaped and they let out.

"This is really, really bad." Skye states as she gets a list of everyone who's out. "Some of these guys are just psychos but a handful of them have superpowers."

"Including Norman Osborn." Ava informs them and they all know he is gonna be a thorn they need to pick later.

"Is Max Dillon on that list?" Coulson asks them.

Skye does a quick search and sees he was one of the escapees. "Electro?" She asks.

"That's him." Coulson confirms. "Cross check the list of inmates with crime databases, recent activity. Got a feeling we'll be seeing a slight uptick."

"Okay, but that'll take time, and more computing power than my laptop." Skye tells him. "I'll have to talk to Eric, see if he has anything."

"The plane you flew in on, is it operational?" Coulson asks Ward.

"Yeah. You need me to pilot?" Ward asks.

"You heard Simmons. Stay and get better. I'm gonna take a splinter team out and start going after inmates on that list, starting with mr. Dillon. I think I know where he's going." Coulson tells him.

"You sure it's wise to split up the team, leave this base?" May asks him. "What if it's part of HYDRA's plan? A distraction?"

"We might be safe in this base. But the entire world isn't. People who don't have access to a top-secret underground shelter. It might be wise, but it's right." Coulson states to her. "It's what Peter would've wanted us to do. That's the end of it."

Before Eric could let them out, he says they have to go through orientation.

They're brought to a room with a giant metallic chair in the center.

"Why am I getting flashbacks to Emperor Palpatine's chair?" Ava asks them.

"Nice Star Wars reference." Eric tells her. "But I just need you guys to answer a few questions. A few psychoanalytic, non sequitur questions. Nobody is getting turned to the dark side."

"So it's just a lie detector." Coulson clarifies.

"It's the lie detector, Agent Coulson. This baby measures galvanic skin response, oxygen consumption, micro expressions, biofeedback brain waves, pupil dilation, voice biometrics. Ninety six variables in all. Fury designed this himself. He wanted a lie detector that Romanoff and S couldn't beat." Eric tells them.

"Did they?" Ward asks, knowing he needs to keep his secret.

"Like Fury would tell!" Eric states.

"Sooner we get this done, sooner we can get to work." Coulson says and they all line up to take the test.

After a few people went, it's now Ava's turn to go and she knows she has to get this over with fast. Sooner she gets out of here, sooner she can save Peter.

"We're gonna start with some easy questions to establish a baseline." Eric tells her. "Can I have your full name?"

"Ava Ayala. Agent T of S.H.I.E.L.D." Ava responds.

"Eye color?" Eric asks.

"Brown." Ava answers.

"Please list your immediate family." Eric asks of her.

"Don't have any. Fury picked me up a month after my father, the original White Tiger, died. My mother died years earlier. No siblings."

"And you're from Brazil?" He asks.

Ava knows she has to lie seriously well on this one. She's not from Brazil, but it's where Fury found her. Where she's from, nobody knows it even exists.

"Yes." She says and Eric sees a few small blimps but not enough to say she's lying.

"What's the difference between an egg and a rock?" Eric asks her.

"That's a weird question, but simplest being one is a food. One is a possible weapon." Ava answers.

"You are definitely the protege of Agent S." Eric states since Peter's answered the same question the same way. "Have you ever heard of Project Insight?"

"I might've overheard S and Fury talking about it once." Ava admits.

"Ever had any contact with Alexander Pierce?" Eric asks.

"Only when S had either mission assignments from him, or when he once planted a glitter bomb in his pants. It was hilarious!" Ava answers and Eric is all too familiar with S' elaborat pranks.

"You wash up on a deserted island alone. Sitting on the sand is a box. What is in the box?" Eric asks.

"What's on the island? How many dangers am I likely to face? How big is the box?" Ava asks, trying to get all the information like Peter taught her to do. Get all the information you can and decide what's the most useful device.

"Just say the first answer that comes into your mind. What's in that box?"

Ava thinks for a second and knows exactly what. "Peter. I heard he survived for a month on a island on his own after crashing a nuclear warhead. While it was inflight."

"Agent S does get the most interesting stories to tell." Eric admits and moves on. "S.H.I.E.L.D. no longer exists. The agency has been labeled a terrorist organization. So why are you here?"

"I want to say it's because I don't have many people who I can trust and this group is the only people I trust. But...I guess I'm here because of Peter. Without him, I wouldn't be standing here. I owe him everything. And I'm gonna do everything that I can to bring him back to the light, and get back to shielding people who need it. Me and him are the only few people who are willing to run into the fire when it goes off instead of away. This is where I belong. And where he belongs, it's our home." Ava answers.

"I'm gonna ask you one more question, that isn't orientated." Eric tells her. "What is your relationship to Agent S?" He wonders and knows she can't lie.

Ava hears him and starts wondering that herself. Peter's been there for her since day one, as a teacher. Now she's an agent just like him, they become more like friends. But after everything they've been through, everything they've done for one another, he's more like family.

"Peter's like my brother I never had. Always there for me, keeps me out of dangers I can't face. Helps me face my demons, pushes me to my limit and further. He's family. And I don't give up on family. I learned that from him...I'm doing whatever it takes to save him." Ava tells him the truth since she knows she doesn't love Peter, their bond isn't like that. But siblings are the closest thing they can be, since they can't just be friends after everything, and they're definitely not lovers.

They're family. And HYDRA took her family, so now they're gonna pay. Eric takes a quick look at the monitors and sees that Ava is telling the truth.

"Congratulations, Agent T. Let's go get you a lanyard." Eric tells her and starts letting her out of the device.

After they're all cleared, they start getting ready to move out to stop Max Dillon, Electro.

"Max Dillon was an assistant at a physics lab where they were trying to harness electrical power of something called Darkforce. And nothing good happens when you work with something called Darkforce." Coulson tells them.

"It's a form of cosmic radiation, pure negative energy. Unstable but powerful." Fitz tells Ava.

"Wasn't it you who named him Electro?" Ava asks him.

"Me and Peter did." Fitz replies to her.

"Dillon was exposed, ended up being able to absorb energy. Went on a rampage until S was able to stop him. Then Green Goblin came along, broke him out of the Fridge along with Rhino. Luckily , even HYDRA wasn't stupid enough to let someone like him out. He can kill with a single touch." Coulson explains.

"And I'm guessing he likes to." Trip guesses. "Do we need to put a bullet in him?"

"Unfortunately, it's not that simple." Coulson tells him. "He can absorb the energy of most conventional weapons. Peter was able to stop him when he developed those web shooters, and was able to take him down. His power was unstable enough to be stopped, we'll do it again. Peter led him into a trap we had set up with pure light. His first time escaping, he was focusing on getting revenge on the man who put him away. Now Peter's out of the picture, I know where his next stop is."

"We can recreate the device on route." Fitz tells him.

"I was hoping you would say that." Coulson says and Trip offers to fly them, him being the specialist on the mission, with Ava being their backup.

They're in the jet heading to Portland.

"How can you be sure he's going to Portland?" Simmons asks him.

"Dillon was obsessed with a woman there. He called her his only light in the darkness." Coulson tells them.

"Why didn't he go after her before when he got out?" Ava asks him.

"Back then, he wanted revenge on Peter and S.H.I.E.L.D. now that they're both gone, he's going to be after her." Coulson tells her.

"He must be over her by now." Fitz states since Electro's been in the Fridge for years.

"Some people are hard to get over." Coulson tells him. "Besides, Dillon's pathologically insane. Single minded, obsessive. His powers not only robbed him of a normal life, they also fried his brain."

"And the woman?" Simmons asks.

"Audrey Nathan. She's how we tracked him the first time." Coulson says and Ava swears she's heard that name before. "We find me. Nathan, we find Dillon."

In Portland, Audrey was out for a evening run when all of the lights behind her starts going off and she turns to see Max heading towards her.

Recognizing him, Audrey takes off running when a car comes speeding up and the doors open to reveal Ava.

"Audrey Nathan?" Simmons asks her.

"There's a man after me!" Audrey tells her.

"We know. Were with the CIA. Get in." Simmons tells her and she gets in as Dillon approaches and gets ready to send a lightning blast their way when Fitz sends the Dwarfs out and they shine light in his eyes to keep him distracted.

"Mr. Dillon, we don't want to hurt you. But we need to take you in." Coulson tells him. "For your safety, and the safety of others." Coulson says as he, Fitz, and Ava approach him.

"It was you! You took me there!" Max says and starts charging up energy again when Fitz has the Dearvs bring out more light to stop his power.

"You know, I've gotten stronger since the last time I held you hostage." Max states and charges a powerful blast to send them all flying and shutting the Dwarfs down.

"Here's where we usually let Peter do the tracking." Coulson states as they look to see he's vanished.

"Where'd he go?" Fitz asks.

"Anywhere and everywhere." Coulson tells him.

Simmons and Trip brought Audrey to a apartment building they will be safe in for a while.

"I thought he was locked up." Audrey says, not understanding how he can be back.

"He escaped from prison." Simmons tells her.

"You don't have to worry." Trip assures her. "That's why were here. We're gonna keep you safe."

"We meaning the CIA?" Audrey asks, not believing them.

"That's what I said, isn't it?" Simmons says.

"You're not. Youre S.H.I.E.L.D., aren't you?" Audrey asks them.

"We're just trying to help. We're not the bad guys." Trip replies to her.

"I know. I don't believe what they're saying about S.H.I.E.L.D." Audrey tells them. "They saved my life once. A few years ago, I saw Dillon at one of my concerts, front row. Then I started seeing him at all of them. At first, I was flattered. Cellists don't get many groupies. But then one night, I saw him outside of my house. I was terrified. I begged him to leave me alone. He just stood there, saying I was his light. I didn't understand what he meant until he started blacking out my entire block. I ran and called the police. They didn't believe me. But then two S.H.I.E.L.D. agents came to my door. One was smaller, almost kid-like and the other was older than him. I don't know why, but I trusted them right away. Something about his face. The handsome part, maybe on the older one. The smaller one wore like this strange mask that covered his face and had eye sockets covered."

Ava hears that from their makeup workshop and makes an assumption that must be Peter.

"He Just swooped in. It was like...out of a movie." Audrey admits

"You two were close?" Simmons assumes.

"Very." Audrey confirms. "They promised to stop Dillon. And that's what they did. It was crazy, a big fight against him and the young Agent. The news started calling him Electro. That's why I know I can trust S.H.I.E.L.D. Phil never lied to me."

That name surprised them and they look to her confused.

"Agent Phillip Coulson. He died in the line of duty. I don't know the details. But I know he had a child he was looking after. Peter Parker. He was such a sweet kid. We were planning a trip up the cost, and then I got a visit from Peter. He got the news first." Audrey tells them.

"You must miss him." Simmons says.

"For so long after he died, everything reminded me of him and his kid. I still dream about him sometimes, just us together, laughing. I even gave Peter a few lessons in playing and he seemed to enjoy it."

"That explains a lot." Ava mumbles to herself wondering why Peter decided to learn to play.

"I wake up feeling like he's watching over me. It's nice." Audrey tells them.

"Maybe you should go in there." Fitz tells Coulson.

"No, she's healing. Getting on with her life. We had to help her do that." Coulson tells them.

"We have a way of stopping him." Ava tells him. "But it requires using Audrey to get him to show himself."

"No. That's unacceptable." Coulson tells them.

"It's not ideal, but there's no other choice." Fitz tells him.

"I won't put her in danger again. That's not fair to her." Coulson tells them.

"Coulson, with all due respect, she's already in danger." Ava reminds him. "You said he won't stop until he gets what he wants, so let's use that against him."

Back in the base, May has decided to leave since Coulson doesn't need her and she needs to find information on the Tahiti project about who was behind it if he's ever going to trust her again.

Meanwhile, Ward got rid of Eric to keep him quiet and was gonna do the same to May when she told him she was leaving so he didn't bother on doing it.

"What if he doesn't show?" Audrey asks the agents as they lead her to the stage where they've set a trap for Electro.

"Before they put him away, he never missed a rehearsal." Trip reminds her. "And he won't this time, either."

"Don't worry. We'll be close." Simmons comforts her.

"Don't stop playing until he gets close to the stage." Trip tells her.

"Last time, there were two whole S.H.I.E.L.D. teams and their best Agent." Audrey tells them.

"We have S.H.I.E.L.D.'s second best agent waiting to make sure nothing happen to you." Simmons tells her, referring to Ava.

With said Ava, Fitz has remade the same light weapons Peter once used to stop him.

"Can this protect her and stop him?" Coulson asks, worried for Ava's safety.

"These are exactly the same devices we used to stop Electro last time." Fitz tells him as he attacked the gadgets to her arms. "Attach these to him, it'll absorb his powers so he can't use electricity to attack you."

"Who did you say created this technology again?" Ava asks, a bit curious.

"Bruce Banner." Fitz tells her.

"Then I'm sure it'll go off without a hinge." Coulson comments and looks back at Audrey who's getting ready to play. "You better be ready to stop a maniac who can use electricity as a weapon."He tells Ava.

"I'm Agent S' protege. I know I'm ready." Ava tells him and heads out to find a secure place to hide.

Audrey begins playing the cello and they just wait for Dillon to show and they watch as the lights in the hall start going off.

Ava sees that as her que to get ready and places the mask on that covers just her eyes and around them.

(Basically, it's Black Cat's mask except it's made out of stronger material)

Dillon starts approaching into the room and Audrey stops in fear.

"No. Keep playing." Dillon tells her. "I'm sorry I scared you. I know that I'm a monster. But you're the one that can save me." He says and Audrey then goes back to playing to keep up with the plan and Dillon keeps walking closer and Ava is ready to strike him from above.

As he gets underneath her, Ava finally leaps down and attaches one of the three devices onto his back where he can't reach it. Audrey takes this as her chance to run as they start to fight.

"Now who are you?!" Electro asks Ava.

"I'm Agent T, with S.H.I.E.L.D. And I'm gonna finish what S started." Ava tells him as he starts blasting electricity at her.

Ava runs through the seating area and pulls a grapple gun out and shoots at the lights above and quickly pulls one from above Electro and it falls, causing him to loose his concentration and Ava slides through his knees and attaches the second device onto him and begins running again.

"Will you stop squirming?!" Electro asks, getting seriously pissed by these kid agents that are constantly appearing after one falls.

Ava grabs a small knife from her belt and throws it at Electro but he stops it with his power.

"Did you really think that'd work?" Electro asks her when he notices she vanished.

But in reality, Ava snuck up above in the darkness and leaped down agan and placed the final device on his head, taking him down as it absorbs his energy and he falls to the ground.

"Don't ever mess with an agent of S.H.I.E.L.D. ever again." Ava warns Electro who can't hear anything since he's unconscious.

When they thought it was all over, an explosion goes off and blows a hole in the ceiling sending Ava and Audrey flying.

Ava looks as Coulson runs to make sure Audrey is okay when Ava looks to see what caused the explosion and she's shocked to what she sees.

The Green Goblin.

"Thank you for doing all the hard work for me." Norman thanks them and then grabs Electro by the throat. "I'm gonna need you to build my super army. Time to do some dimensional work." He says before flying off on his glider.

Ava gets up to see Audrey is okay but Coulson is nowhere to be seen.

"What happened?" Fitz asks her.

"Green Goblin just did a super-napping." Ava informs him.

"For what?" Fitz asks.

"He said something about a super army and dimension jumping." Ava tells him, completely confused to what that means.

"Dimensional...the multiverse." Fitz mumbles.

"What's the multiverse?" Ava asks, never hearing it before.

"Basically, imagine if you had two Earths, now imagine in that second world something is slightly different. Now times that by a million. That's the multiverse." Fitz tries his best to explain.

"What does that have to do with a super army?"

"We'll have to figure that out another day. Right now, we need to get back." Fitz says and they leave back to base.

But when they return to the base, they see the Bus is gone. May, Ward, Eric and Skye are nowhere to be found.

Can't anything go right?!

Chapter Text

"In Washington, D.C., Maria Hill finally got out of yet another board meeting since she's Fury's second hand and knows everything about S.H.I.E.L.D. and in the eyes of everyone else, Fury is dead.

"Yeah, it went as expected." Hill tells Pepper through the phone. "S.H.I.E.L.D. implodes, and everyone wants answers. The CIA, NSA, NRO, them I can handle. But Congress? Congress is like kindergarten, or babysitting a year old Peter all over again. Where is this fridge? What was in there? Who or what is an Agent S? I swear, I need a cocktail and a lobotomy."

She's walking down the street and sees she has several followers most likely from the government because they don't trust her.

"But apparently, my every move continues to fascinate them. Tonight's standard issue surveillance package includes a fake yuppie not checking her texts at a bus stop, imposter homeless man, mildly offensive, and the hipster following me looks familiar. I think he's Russian or..." Hill looks to see that the man following her is now gone. The woman at the bus stop has been knocked unconscious and the homeless man is as well.

"Pepper, I'll call you back in 10." Hill says and hangs up and starts looking round when May appears out fo nowhere.

"We need to talk, Agent Hill." May tells her.

"A phone call would have done it." Hill states relieved its just her. "But I appreciate the discretion."

"Thought you'd like the night off." May says. "They must hate that you're going to work for Stark."

"Most of the intelligence community would like to drop me into a dark hole, but even they can mess with Tony's army of lawyers. So, for now, we're privatizing global security. Want to join?"

"Coulson needs help. And he won't take it from me anymore."

"Where is he?"

"Providence base. And he's got to worry about with Peter being turned into a HYDRA agent, he doesn't need to worry about the Tahiti and who covered it up."

"Wait, Peter's what?" Hill asks, never hearing this before and starts pacing out of fear. She might argue with the kid a lot, but deep down, she cares for him a lot. He's her nephew, and she'll do anything to help him.

"That laboratory that Fury sent him to was ambushed by Ghost. According to Ava, she said some things that made Peter turn and try to kill her."

Hill stops in her tracks hearing the specifics and looks back to her. "Did he seem to have lost all emotions? Doesn't care about who he hurts as long as the mission gets done?" She asks May.

"That's..very accurate. What do you know?" May asks.

"During the whole Helicarrier incident, Cap has a run in with the Winter Soldier. He was a HYDRA agent that was brain washed, and Steve knew him. Bucky Barnes."

"Did he break him free?" May asks.

"After getting through to him by reminding him who he was. If Peter's got the same treatment, you just knock some sense into him, literally."

"Okay, I'll keep that in mind. But as of now, I need to know about Tahiti. He knows they used alien biology, rewrote his memories, and Fury did it under some one else's direction. I want to know who was in charge of Tahiti."

"Fury told me that he buried that Intel when he decided not to bury Coulson." Hill tells him. "Fury loves his riddles."

"Guess I'll have to solve it." May says and hears sirens approaching them.

"Looks like you gotta run. But I'll find a way to help break Peter out of this trance." Hill promises.

"That would be a big help having Agent S back on our side." May says as the police show up and May vanishes.

"Three minutes and twenty seconds. Really?" Hill asks them. "If you were my agents, it wouldn't be for long." She states.

Back at the base, they learned that Eric was killed and Skye left a message for them.

Ward is HYDRA

And now they need to find out how to track the Bus. They're all angered and betrayed learning another one of their friends is another criminal they need to stop.

They also put together that Garret must still be alive and they were the ones to ransack the Fridge so they have alien weapons at their disposal, not to mention S.H.I.E.L.D.'s greatest Agent with it.

They then get a location they're in Los Angeles.

"Finally. Some good news." Coulson says happy as Ava gets back into her Agent T outfit when the alarms go off, people are approaching the base.

"I blame you." Ava tells Coulson, knowing he jinxed them by saying that.

"Multiple contacts in the ground." Trip says looking at the computers. "They just triggered the gun turrets."

Now they have to make sure they have a way to protect themselves and wait by the doors for them to blow.

"I wish this bunker had a bunker." Simmons tells them.

"These doors should hold. It'll take some major artillery to make even a dent." Coulson assures them when the computer goes off.

"Hanger door deactivated." The computer says and that means they have the access codes.

"How?! That's impossible!" Simmons states.

"Time to take cover!" Ava says and they all move back and watch as special forces come in.

"That's not HYDRA." Ava tells them. "Why are special forces here?" She wonders.

"On behalf of the United States armed forces, I order you to stand down." General Talbot tells them.

"Talbot?" Coulson asks, completely confused to how he's here. "There have to be better things for you to do than chase five S.H.I.E.L.D. Agents."

"I wasn't a huge fan before chasing you to the damn tundra, Coulson. I wouldn't push it." Talbot tells him.

"I'm flattered you came in person." Coulson says.

"Fury's private base on North American soil? Had to see it for myself." Talbot says as he approaches them.

"If I come out, will you shoot me?" Coulson asks them. "Because then I won't come out." He states and Talbot orders his men to lower their weapons.

"This base doesn't exist anywhere, how did you learn about it?" Ava asks as she and Coulson walk out to see Talbot.

As if on que, Hill turned the corner and joined them.

"I told them." Hill tells Coulson.

"This just keeps getting stranger." Ava states confused, what Hill is doing here?

And what she's doing here with the government, what the hell is going on anymore?

And why are they the ones getting interrogated by this General Talbot, who as a side note, could really use a breath mint.

"We're not criminals." Simmons tells him.

"Great. Then we'll take you in, and you can tell us all about it." Talbot tells her. "At the very least, you're fugitives. And running away puts a bit of a guilty stink on it, don't you think?"

"You sure it's not your own breath your smelling?" Ava asks him.

"That's not helping." Fitz tells her.

"Wasn't saying it would." Ava replies.

"We're not HYDRA. Were agents of S.H.I.E.L.D." Trip tells him.

"Well, right now, to the rest of the world, it's the same thing." Talbot informs him while taking a bite out of an apple. "All right, I'm gonna tell you how it's gonna be. You give me actionable intelligence and I'll allow you to serve time awarded. Your other options are...pretty much hell."

"I think we're already there." Ava states since this guy chews like a cow and it's just too silent.

"We have told you of a known HYDRA agent." Simmons reminds him. "He's getting away, and your little intimidation speech is keeping us from saving a fellow agent, a friend."

"Sister, you haven't seen intimidation. And right now I'm you're only friend." Talbot informs her.

"Are you really our friend?" Ava asks him, without a care in the world. "Because you're not very good at it." She informs Talbot.

"I would like to warn you to stop trying to piss me off." Talbot tells her.

"Do your worst." Ava dares him, knowing Peter seriously did prepare her for anything if she can stand up to someone as powerful as him and not even care.

"And the word Agent makes it would like your corrupt organization still exists. Your leadership abandoned you for the private sector, and we're gonna allow that in exchange for valuable assets like yourself. So right now I'd be thinking hard and fast about exactly what it is that makes you valuable." Talbot tells them.

"How about the fact that I can take you down, disarm your men in the matter of seconds, all while you're trying to figure out what just happened?" Ava asks/warns him.

In the main room, Coulson and Hill are talking alone.

"I am offering you a lifeline here, Coulson. Don't thank me. Just take it, and we'll be on our way." Hill tells him.

"Don't see how thanks are in order, considering you just sold me out and led the U.S. military straight to Fury's secret base." Coulson tells her.

"No, Phil. You led us straight to Fury's secret base as part of the deal we made." Hill says while mentally winking.

"You can't be serious." Coulson states, staring to understand and he doesn't like it.

"You and I are gonna turn over these abandoned tunnels to the U.S. government, who will be ever so grateful to take possession of an enemy stronghold in their backyard."

"What about my team?"

"They're gonna have to go through the system. Interrogations-"

"That's not gonna happen." Coulson stops her. "They do that, Agent S' identity gets released to the world. And I'm not gonna allow that considering he's public enemy number one and the public doesn't even know it."

"Look, talk to Talbot. Cough some meaningless intel about this place, nothing significant, of course, nothing about S.H.I.E.L.D.'s other installations."

"My god, you're still protecting your secrets." Coulson realizes. "Is there anything specific you're afraid I'll talk about? A super soldier child Agent, Tahiti maybe? I'm a liability, is that it?"

"Grow up, Phil. Of course you're a liability. But I know you'll do the right thing."

"The right thing?" Coulson asks her. "That's funny coming from you. After everything you and Fury have done? You should've been straight with me. I would have kept your secrets like a good soldier. I always have. But instead, you were worried about me when you should have been worried about anyone else. The Parker's warned us years ago that S.H.I.E.L.D. was compromised, and we never imagined it being this big."

Hill takes in what he's saying and remembers the last word of the Parker's 14 years ago. "You're right. We should've seen HYDRA coming." She admits to him. "But after DC, they don't stand a chance."

"Agent H does. And so does his controller, John Garret." Coulson informs her.

"Garret? I know Peter's been whammied, but I thought Ward took care of Garret."

"Ward's his secret weapon. He killed Victoria Hand, then raised the Fridge, let Norman Osborn free who just recently kidnapped Electro for who knows what. And now he's got Skye and Peter, which is where we were headed until you so rudely interrupted to sweeten your deal." Coulson tells her.

Hill now understands why they were in a hurry to leave and feels a bit guilty now.

"You want to make this right? Stop wasting time." Coulson tells her.

Their conversation is interrupted when Talbot and two men enter the room.

"Can we move this along? I'd like to tear this room apart." Talbot tells Hill.

"Sure, colonel. Knock yourself out." Hill says before taking out her Icer and Coulson does the same and they take them out.

"Get your people. We need to move." Hill tells him.

"We?" Coulson asks happy to have her on board.

As for Skye's end, she bit as much time as she could before she tried turning Ward over to the authorities but that ended badly while during her escape, she gets attacked by Agent H and gets knocked unconscious.

When she wakes up, she sees she's on the Bus with Ward and Mike talking with Agent H guarding her.

"You should be thanking me. I saved your ass." Mike tells Ward.

"You didn't save my ass. You sent a child Agent into the open. We're lucky he wasn't spotted." Ward states to him.

"You let her get one over on you. That's exactly what Garret was afraid of." Mike replies.

"And Garret told you to stay out of sight."

"He ordered Agent H to shadow you. I'm here to command Agent H, they didn't want to risk implanting him with an explosive eye. He knew you had a soft spot for Skye and she might take advantage of it."

"Well, he was wrong. We have her. And once she gives us a location, we'll be off." Ward tells him.

"Yeah, that's not gonna happen." Skye tells them both.

"Take a walk. I can handle this." Ward tells Mike.

"Can you?" Skye asks him. "You haven't so far."

With that response, Agent H places his blade against her neck.

"Garret says you have five minutes." Mike tells Ward. "Agent H, stand down." He comands the kid and he walks off with Mike.

As soon as they're alone, Ward looks to Skye.

"I can explain." He promises her.

Skye walks up to him and pushes him. "Lying bastard! Son of a bitch!" She tells him while beating him and Ward holds her back.

"Stop, okay? You can't win." Ward tells her and handcuffed her to the railing.

"All this time, everything we've been through, why?" Skye asks him. "How could you?"

"I was on a mission. It wasn't personal." Ward tells her.

"You did not just say that. God, I might actually believe that." Skye says sarcastically. "That is the twisted logic that they teach you when you sign up to be a Nazi."

"Stop. Wait. I'm not a Nazi." Ward defends.

"Yes, you are. That is exactly what you are. It's in the S.H.I.E.L.D. handbook, chapter one. Peter himself says it constantly. The Red Skull, founder of HYDRA, was a big, fat, freaking Nazi."

"That has nothing to do with today."

"You always had that Hitler youth look to you. So it's not that surprising."

"It's not like that. I'm a spy. I had a job." Ward informs her.

"You've killed I don't know how many people. Turned Peter into your own personal assassin for HYDRA. You gonna kill me?" She asks.

"No. I would never hurt you." Ward promises.

"Once you crack the drive, are you just gonna shoot me like you did with Nash, or have someone else do it. Like you did with Peter?" She asks him.

"I didn't know that was gonna happen. I was just as surprised as anyone else, it was Garret who did it." Ward informs her.

"Of course it was Garret's fault. That was part of the mission, right? Just gonna kick back until it's your turn to pull the trigger."

"All I knew was that we needed to get his blood, of course I knew about the brainwashing, it took us years to do it. We had a big leap when Coulson went to Tahiti and Peter was alone more often."

Skye walks around completely confused.

"Do you think this was easy?" Ward asks her. "Do you have any idea how hard it was? The sacrifices, the decisions I had to make? But I made them. Because that's what I do. I'm a survivor."

"You are a serial killer. And you turned a true survivor to be just like you." Skye tells him referring to Peter.

"Someday, you'll understand." Ward says.

"No, I won't. And I will never...ever give you what you want." Skye promises to him and sits on the stairs.

Upstairs, Mike gave it a go himself to hack into the drive and it failed as he looks to Peter, and feels guilty about what's happening to him.

Mike was forced to become this, but at least he has his humanity. And that's what they took from Peter, made him nothing but a killer.

"Garret is done waiting. Go to plan B." A message appears in his eye and knows what he has to do, but he knows irs going to hurt.

Skye is trying to get out of the cuffs when the three of them returned.

"Times up. You can tell me where to unlock the drive, or you can tell him." Ward says looking to Mike.

Skye looks over to Peter knowing she can't get through to Mike if he's being controlled. "Peter. I know you're in there. And I know you don't want to do this. Whatever they did to you, fight it." She pleads to him. "I don't care what they did to you, I know you wouldn't want any of this."

"He cant hear you." Mike informs her. "He cant hear anything unless ordered to hear. There's no way out for you, Skye. Tell us how to unlock the drive."

"No." Skye tells him. "I know you're not going to hurt me."

"You're right. I won't hurt you." Mike says before turning and shooting a device onto Agent H's chest and he drops to the floor.

"Wat did you do to him?!" Skye asks.

"Stoped his heart." Mike tells her. "It isn't beating. He's having a heart attack. I can restart it or not. It's your choice. Garret doesn't think you're gonna let that happen."

Skye looks to H and knows there's still good inside Peter, but if he dies, there will be no saving him, so she makes up her mind fast.

"Okay, stop."

"Where do you unlock the drive?" Mike asks her.

"Bring him back! It's 35,000ft. It's not based on longitude and latitude. It's altitude. I put the password in and I start the hack. Once we reach altitude, it unlocks. Now restart his heart!" She tells them and Mike presses a device and Agent H gasps back to life.

Ward unlocks her cuffs and brings her to her computer. "Put the password it. Start the hack. No tricks." He warns her.

"Get the plane in the air." Mike tells Ward.

Ward leaves to the cockpit and runs into a problem.

"Maria Hill to S.H.I.E.L.D. 6-1-6. You have 30 seconds to stand down and surrender." Hill's voice fills the room. "You gonna answer me, Ward, or do I have to come over there?" She asks him.

"Maria Hill. Kinda hoped you went down with the Triskelion." Ward admits.

"And I hoped you weren't the duplicitous lowlife Peter warned me you were, but here we are." Hill replies to him.

"Gonna be honest with you, Hill. I'm having a pretty bad day. So if I were you, I'd get the hell out of my way."

"Give up Skye and Peter, and we'll talk about it." Hill replies.

"Yeah, that's not gonna happen."

"You know, I never liked you, Ward. Not since our first sit down, but I never figured you for John Garret's lapdog."

"A lot of us lost respect for Fury when he picked you as his second best and a child for his third. If he needed eye candy around, he could have at least picked Romanoff."

"That's funny. I'll tell her you said that, when I tell her what you did to her nephew. Trust me, I myself am pissed about him being turned into a child Terminator. Now hand them over, or I'll have a squad of F-16s knock you on your ass."

"Even if you had that kind of pull anymore, which you don't, Coulson would never let you do it. He would be very sacrifice Peter or Skye like that. But you know Garret would. So don't try to follow us."

"Doesn't have to go down like this, Ward. You don't owe Garret anything."

"That's where you're wrong." Ward tells her before taking off into the air.

"You want me to pursue?" Trip asks Hill as they're watching the Bus take off.

"No. Their tracking systems are up and running. Just hope we bought enough time." Hill says.

On the Bus' landing platform, Coulson gets pulled inside with help from Ava as it closes.

They find a way into the bus as it takes off.

"Okay, I'll find Skye. You see if you can get through to Peter, but get downstairs in one minute, with or without him." Coulson tells her.

"Understood." Ava says and goes to find Peter.

Where else would you find Peter, unconscious or not, but in the labs.

"Peter?" Ava calls out and he doesn't even flinch. "I know you're there, Peter. Just look at me." She begs and turns him around, only to just miss being stabbed.

"I'm not here to fight." Ava tells him while dodging his attacks when she sees the cargo bay opening and knows it's time to leave.

"Please, Peter. I don't want to hurt you!" Ava pleads to him when he suddenly stops mid attack.

"...run..." H tells her and Ava is shocked and looks to see tears in his eyes. "Stop...me." He begs of her and Ava sees not Agent H, but Peter Parker.

"Peter, you can fight this, I'm here for you. I'm your friend, remember?" Ava asks him.

"I'm not your friend." Peter says and Ava sees Agent H coming back. "You're my mission." He tells her before going in to attack and Ava blocks the attack with her gloves blades.

"I'll save you, Peter." Ava tells him. "I promise you that." She says before grabbing an icer and shooting him in the head to take him down and meets up with Skye as Coulson joins them.

"Change of plans! Deathlok is aboard!" Coulson tells Ava why they're rushing.

"I've never used a parachute before." Skye says as she's placing one on.

"Forget that! Get in the car!" Coulson says referring to Lola and they all hop in as Deathlok joins them.

Coulson activates the turrets from the headlights and start shooting him.

"This is the coolest car ever." Ava states and they see Ward coming in and Ava pulls out her actual guns as she's more than happy to put a bullet in his head.

"Buckle up!" Coulson warns them before driving backwards out of the Bus.

"Are you crazy?!" Ava asks as she doesn't know about the flight mode as they fall and Coulson activates it and they start to descend back to earth.

They quickly land outside of some theater where it seems nobody has noticed what just happened.

"That...was...epic." Ava states standing by her statement on this being the coolest car.

That's when a parking vallet walks up to them and doesn't seem to notice the steam or bullet holes.

"That'll be 20 bucks." He tells them and Coulson pulls out his wallet.

They later on meet up with Hill and the others at a hotel where everyone is hanging out by the pool except for Coulson and Hill who are in one of the rooms talking.

"Wow. I can't believe he shot Lola." Hill states hearing what happened. "If Peter were himself, he'd be pissed."

"I can't talk about it." Coulson admits as he gets out all the weapons he was able to grab from the Bus.

"Don't blame you for going after him. But Peter isn't gonna get out of years worth of brainwashing after a pep talk." Hill infirms him.

"We'll need a base of operations, weapons, tactical backup. Who do you have working for you?" Coulson asks her.

"Hold on, Coulson. There is no more backup. No more hidden bunkers."

"I know Fury has more than just the one."

"There's no Fury. We're not bringing the band back together again, Coulson. It's over. There is no more S.H.I.E.L.D. anymore." Hill reminds him.

"Well, not officially." Coulson admits.

"Look, I get it Okay? You want to save Peter. And the only way to do that is to take Ward and Garret down. But don't act like it's some official sanctioned mission. It's a personal vendetta, and when it's done, you should walk. Let your people go their separate ways."

"And Ava?" Coulson asks her. "She has no family, looks to Peter like a brother. And what about everyone else? Turn themselves in and try to cut a deal? Work in the private sector?"

"You know Stark would take you and the kid out there in a heartbeat." Hill reminds him.

"It's not my style. And right now, I need to get Peter back. I have to keep the promise I made to his parents. I'm not giving up on him." Coulson promises.

Hill takes out a file from her bag and hands it to Coulson. "This is for Ayala, if you truly want to save Peter." She says. "I should go. You know where to find me."

"Say hello to Stark for...oh, yeah. Never mind. Only Barton and Romanoff know I'm alive." Coulson remembers as she leaves.

Out at the pool, Ava has her feet in the water trying to make sense of what happened on the plane.

Peter begged her to run, because he didn't want to hurt her. He wanted to keep her safe.

The want to keep her safe, everyone he knows safe is still in there. He was fighting to injure her, not to kill. That could've been his orders so they could turn her to be just like him...or maybe it's because deep down, Peter's still in there.

She gets interrupted from her thoughts when Coulson sits down in a chair near her.

"Never been homeless before." Coulson admits to Ava.

"It's not really that fun." Ava admits since before Fury recruited her, she was living on the streets ever since Kraven killed her father. "At least we have a pool."

"We'll get him back." Coulson promises.

"I know. It's just what we're gonna do afterwards is my concern." Ava tells him. "And I don't mean S.H.I.E.L.D. is over type of afterwards, I mean with him. I know he's fighting their control, that fight we had on the plane confirms it. It's just I have a feeling it's gonna be harder to give him full control of himself again."

"That reminds me, this is for you." Coulson says as he takes out the file Hill gave him and Ava looks at it to see the tag.

A-Force

"What's this?" Ava asks him.

"If you wanna save Peter, you're gonna need a team." Coulson tells her and she opens it.

Laura Kinney; X-23

She was created to be the perfect killing machine. For years, she proved herself a capable assassin working for an organization called the Facility, until Agent S took it down and offered her a place within S.H.I.E.L.D. to make up for her crimes.

"I know how it feels like being used for personal needs when you just want to help. I know there is good in her. She just needs someone who believes in her. I'm willing to be that person." - Agent S

Ava is staring to see these are Peter's reports on people from one index list of children with powers like the two of them.

Kathrine "Kitty" Pride; Phase

A mutant, Pryde possesses a "phasing" ability that allows her, as well as objects or people she is in contact with, to become intangible. Making her a powerful asset for S.H.I.E.L.D.

"She's young, inexperienced, doesn't know what's happening to her. She needs a hand to guide her to control these powers. She didn't ask for these powers, but I'm gonna help her control them." - Agent S

Ava then turns the paper to see the next report while being surprised by all these powered individuals she's never heard of before.

Kamala Khan; ms. Marvel

(She asked to be called that)

She is a teenage Pakistani American from Jersey City, New Jersey with shapeshifting abilities. Doesn't know where they came from exactly, but they started appearing after the New York invasion meaning alien was possibly involved.

"She's a bit too energetic for my liking, but it's not necessarily a bad thing to have in a powerful individual. Just need to work a bit on who she decides to trust with this secret."

She once again turns it to see the strangest one.

Doreen Allene Green; Squirrel Girl

When she was 10 years old, Doreen discovered she could communicate with squirrels; she suffered from some sorta modification in her genes for unknown reasons that granted her squirrel-like abilities, which manifested predominantly as a prehensile tail somehow. When her parents consulted a doctor, it was determined that she wasn't a mutant, even though she believed so for a long time.

"I've never seen powers quite like hers, that's for sure. I mean, the girl has a tail. But I believe she can be an amazing asset if she's given the right chance. She seems to have control over her abilities, but I know there's room for improvement." - Agent S

She then turns it to the last one and is shocked to who it is.

Ava Ayala; the White Tiger - suggested leadership.

She inherited the White Tiger amulet from her father following his death. Upon further inspection, Ava explained the White Tiger is a family legacy that she intends to honor. Ava Ayala wears the mystical tiger amulet formerly worn by her father. When wearing it, her physical strength, speed, stamina, agility, dexterity, reflexes and reactions, coordination, balance, and endurance are enhanced to slightly superhuman levels. She also has razor sharp claws and superhuman martial arts skills.

"I've never met anybody stronger than Ava Ayala. These past few months training her have been a pleasure on my part. Shes amazing, and I've taught her that she doesn't need the amulet to be special. She's focused, driven to protect, to shield. That's why I recommend her for leadership if she's included into the A-Force team. If not, S.H.I.E.L.D. is wasting her potential." - Agent S

"That was the original team name." Coulson tells her as Ava is shocked that Peter thought she was good enough to potentially lead a team. A TEAM! That's a huge honor, especially in S.H.I.E.L.D. She would be the Captain America of them to her Avengers.

"We later changed it to the Next Avengers when we discovered a few male individuals. Can only remember one of them though; Luke Cage. Lives a block away from Katherine." Coulson tells her.

"Why would I need this?" Ava asks him.

"I don't know. If you're going up against a sinister force, it's best to go in with a team." Coulson quotes.

"Yeah, Peter made me memorize that." Ava admits. "So, when we find Peter, I ask them for help?" She asks Coulson, not understanding how this will work.

"They trusted Peter. Everyone of them knew he wouldn't let anything happen to them. They are willing to do anything to help him." Coulson tells her and stands up. "Take a look at everything there, memorize their addresses. You might see what Peter saw in them. They can help save Peter, just need to give them a chance."

"One of them can control squirrels." Ava tells him as he walks up to his door.

"Yeah, even Peter admitted it was a long shot with her, but knew she deserves a chance at least." Coulson says and returns to his room to see May has returned with information on the Tahiti project.

It turns out that it was Coulson who was once in charge of the project until he said it needed to be shut down and that's what they were changing within his memory to forget all about the project.

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