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.