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 ante 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.I.LE.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.