"And of course I didn't have a gun!"

The creature shook its head listening to the human babble on and on. Honestly. These creatures were so inferior. Clairvoyant. SHIELD. HYDRA. What a joke. Pathetic.

"A good move on your part Agent Garrett." He commented without listening.

The agent just laughed and went on, encouraged apparently by his 'underling's' response. The alien flexed the hand that wasn't his.

Really though, this was a very nice body. Structurally sound, strong. It had the training that many before it lacked. A high ranking with good muscle was that too much to ask? Of other bodies perhaps, but this male? This, this Grant Ward, it was a beautiful blend. And he should know, being a sampler of all bodies the, shape-copier laughed to himself.

"Then I took out the last one with a signal flare gun." The crowing human laughed.


Phil stepped into the Situation Room. Fitz and Simmons trailed in with May guiding Skye who couldn't pull her nose out of her laptop. They all paused and looked around in silence. The only sound heard was the furious clacking of keys.

"Skye?" Coulson snapped finally.

The girl jerked her head up. "Sorry."

The older agent just shook his head with a sigh. "Well this place is a mess." He spotted something. "Looks like the clean-up crew missed one." He tipped his head to the new comm that had the loudspeakers for the whole base attached. "Could we have a disposal team in the Situation Room? Repeat. Disposal team to the Situation Room."

The screen was tracking the movements of the only known, truly SHIELD plane. The liner was making a direct line across the continent toward the deep freeze. Phil turned his attention back to the pair of shoed feet sticking out from under the desk.

"I wonder who shoved him under the desk." He commented. "And whether he was HYDRA or us."

He walked over tugging his coat and gave the feet a light kick. He jumped back and pulled his gun out. The feet shifted with a heavy groan. May was next to him suddenly aiming her weapon at the person too.

"Come out with your hands up!" Phil yelled hoarsely.

"If your HYDRA then you'd best just kill me." A familiar voice threatened.

"Ward?" Phil's voice rose an octave.

The agent writhed sideways out from under the table. He had blood crusted heavily down both sides of his head and looked like he had a bullet wound through his side. He stood up.

"Sir?" He asked disoriented.

Phil put his gun down and rubbed his face.

Panic leapt to Ward's eyes. "Sir! In the hall. There was something. Skye is she?" He looked around. "Oh." His brown eyes fell on her. "You made it through."

Skye nodded wide eyed. "Yeah, you should know that. You walked me through…."

"What do you mean?" Ward huffed leaning on the table heavily. "The agents, I got them all but there was something else." He turned to Phil. "Sir, there's something here. It felt like I got round housed by the Hulk. It got me." Phil met his eyes. "I don't remember anything after that. I blacked out."

"Shit." Coulson grabbed the controls.

A group of agents for a clean-up came in. "Agent Coulson?"

"Shut up!" He yelled. "Agent Hand! Agent Hand! Come in. This is Agent Coulson. Kill Ward. Kill Ward and Kill Garrett. Do it now!"

"What?" Ward exclaimed.

"Ward." May said. "We just sent you with Hand, who is on our side, to put Garrett away."

"Hand, but she? Garrett?" Ward hissed.

"He's the Clairvoyant." Fitz scowled.

"Garrett?" Ward panted. "And what do mean you just sent me? Or." He paused. "Someone who looks like me."

"Oh no." A grating voice took over the room.

The screen fuzzed sideways to black and white. Laughed filled the room and the image cleared. The person on the screen all too familiar. Ward gasped.

"Why hello there Grant Ward." The image laughed demonically. "Thank you ever so much for giving me this wonderful form."

"What?" Grant yelped.

Simmons gripped Fitz's hand. Triplett gaped at the screen. May scowled.

"What are you doing? Are you helping the Clairvoyant?" Phil pressed furiously.

Garrett raised a brow in the background.

The other Ward just laughed. "As if. You think I would serve a mere human? Pathetic." It spat. "I am the Clairvoyant. I sent the message to mobilize HYDRA. Now I just need to wait for you all to kill yourselves. We could care less."

"What do you mean humans?" Garrett suddenly interjected.

The fake Ward rolled his eyes and looked behind him. "Agent Garrett, you have overcome your usefulness."

His arm whipped up and two shots fired off echoing harshly. The old agent looked down at his chest in surprise. His eyes met Phil's as they rolled back in his skull. The body hit the floor and the real Ward made a choking sound.

Phil snarled. "You'll pay for that. We'll track you to the ends of the earth."

The alien just laughed. "I think you'll be too busy taking care of your own for that."

Ward jerked to his knees.

"Ward?" May reached for him.

A shriek ripped from his throat. Sparks crawled across the agent's skin.

"So long Philip Coulson."

Phil turned away. "Ward!"

The younger agent screamed. The electricity ran over him in painful cracking waves. It split his skin. Phil reached forward.

"Don't sir!" Fitz stopped him. "It won't help him if you're stuck to him."

"And what do you suggest!" Phil hollered.

"AC!" Skye shouted.

"What?" He yelled back.

"Calm down." Skye dropped her voice.

Ward screamed and curled onto his knees.

"Fitz." Simmons grabbed his arm. "Do you see those wounds?" She pointed.

"Like? Like surgical implants?" He said getting the idea.

She spun. "I can get them out but the electricity!"

"Get some God Damn rubber gloves!" Phil yelled.

The sparks suddenly intensified and Ward's voice cut out turning to a silent painful shriek too high for human hearing. Lightning struck the ground around him.

Fitz glanced around and spotted something. "Simmons! The fire suits! They have"

"Rubber." They hollered.

They tore the door off the fire cabinet and Simmons pulled on the suit. She picked up a pair of scissors off the table. May kicked Ward on to his back, thankful for the rubber on the bottoms of SHIELD issue boots. Skye and Triplett watched the operation in horror.

"I'm so sorry Ward." Simmons sobbed under the face plate.

She tore at the skin on the side of his head viciously. A small metal plate was wretched from beneath his skin. She threw it across the room. She dragged the blade over the other side then slit part of the agent's side open. Two discs followed the first.

"Where's the last one?" She yelled panicked.

"Foot." Skye whimpered. "Foot!"

"The foot!" Triplett repeated louder.

Simmons jammed the scissors under Ward's skin and he howled as the last plate popped free. His chest sagged to the floor. He panted shallowly with his eyes closed. Simmons scooted back crying. She looked at her blood stained hands and sobbed with a shriek. Fitz undid the suit and pushed it off of her. He held her tightly to his chest as she wept.

"Ward?" Phil knelt next to him.

"I'm so sorry sir." Ward panted finally getting his lungs to fill all the way. "So sorry."

"It's okay." Phil put a hand on him. "Just relax." He looked up towards the screen. "The teams together. We'll get him."