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.