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?!