Here's the second side story for you guys to Phantom Evolution Rewrite. I do not own Marvel or Codename: Kid's Next Door.

Teen Base: Austin, Texas

An alarm shot off catching every off guard. A white kid with three freckles on each check and brown hair runs down the hallway with a rolled up piece of paper in his hand. The kid hears people yelling in front of him and turns around only to hear people yelling to go after him. He looks around the area and stops his gaze at a vent right against the wall. "Perfect." He grabs the vent and pulls it off the wall. He looks up to hear the yelling getting closer on both sides before crawling into the ventilation shaft pulling the vent up against the shaft. He secures the vent back into place then crawls down the ventilation shaft avoiding the people yelling.

The kid comes out of the ventilation shaft on top of the building and lands on his feet. He looks around the area carefully before running over to the small aircraft left on the building. He starts the vehicle up and drives it into the air away from the building. The kid wipes his forehead in relief and pulls a device out of his pocket. He pushes the button and smirks as the brown hair kid turns into a brown teen with black hair. He pulls the piece of paper out of his pocket and says, "Mission accomplished."

Suddenly everything around him began to glow, and Maurice gets out of the aircraft. The area around Maurice goes from being outside a teen base to a normal white room, and Maurice smiles while tossing the rolled up paper up and down in his left hand. He exits the training room and tosses the paper over to the agent standing a few feet away. "Tell the development team that the device worked, but it isn't ready for actual field testing yet." He tells the agent.

The agent nods his head. "You got it Numbuh 9." The agent says before walking off to the developing team.

Maurice sighs and runs his hand through his hair not liking the fact that the development team has him do most of the testing simulations for their new devices. "That was the fourth one this week." He mutters as he walks down the hallway.

"You might as well head home then." Jason a.k.a. Numbuh 100 says while walking over to Maurice. "How did the testing for our special new changing device go?" He asks curious on what Maurice thought about the device.

"I felt the same, but our test field teens thought I was an actual kid." Maurice admits while sticking his hands into his pockets with a smile. "It isn't completely ready, but it worked."

"Which is progress for the TND. We might be an undercover organization as teens, but it is never said that we can go beyond our main job to help the kids." Jason admits as he waves Maurice to walk with him down the hall.

"I agree with you sir, but not everyone can stay as an undercover agent once we hit adulthood." Maurice points out.

Jason nods his head agreeing with Maurice. "True, but our team has been put together with only the best agents. I just wish our job was a lot easier than it is." Jason admits not liking that the teens were becoming smarter and craftier against the KND. "Good agents are hard to come around, and Sector V is the only good sector left at the moment."

Maurice puts his right hand on his chin and started thinking out loud. "Are you saying that all of Sector V might be joining the TND?"

"At the moment, it would seem that we have no choice, but with Numbuh 1's disappearance we might have to put them up to the test." Jason admits not liking the fact Numbuh 1 has gone off the map.

Maurice turns his head away from the teen leader and sighs knowing Numbuh 1's disappearance was random and weird for everyone. He knew that the members of Sector V knew of Numbuh 1's location but couldn't talk to them without breaking multiple rules. He runs his hand through his hair and asks, "What are we going to do then? Most of the kids either get decommissioned or turn traitor before their decommissioning, and we know Numbuh 86 is getting decommissioned soon."

Jason sighs in frustration knowing where Maurice was going with his statement. "Numbuh 86 is too loud and annoying to join the TND, but Numbuh 60 is still one of the few promising agents."

"You know what I mean." Maurice says narrowing his eyebrows slightly at his leader's way to avoid the invitation.

Jason stops walking which got Maurice to stop a couple steps ahead of his leader. "Sorry Maurice, but you know as well as I do that Numbuh 86 will try to contact Numbuh 362, and we cannot allow it."

Maurice runs his left hand through his hair with a sigh. "I wasn't saying that we should add her to the team."

"My answer is still 'no' Maurice. She has done more harm than good. Everyone knows that including Rachel." Jason explains shaking his head at Maurice's way to convince him. "Go ahead and head home agent. Everything will still be the same when you get back for your mission debriefing tomorrow."

Maurice nods his head and turns around saying, "She might do more harm than good sir, but how much damage could she do if she joins the Teen Ninjas instea?"

Jason stays quiet as he watches one of the best agents walk away with his hands in his pockets. "Guess that is going to be a path we're going to have to risk and see my friend." Jason mutters knowing things could get worse for the KND.

Maurice enters his house through the front door and shuts the door behind him noticing the lights were off. "I guess mom and dad are out for dinner tonight." He mutters before walking over to the kitchen. He flips the switch 'on' and sees the note his mom left on the counter. He walks over to the fridge and opens it up not noticing the person watching him in the shadows. He pulls a can of apple juice from the fridge and mutters, "I wish mom actually bought soda instead of the healthier drinks. This stuff might make me better in some way, but I'm still a teen." He shuts the door to the fridge and pops the top of the can open.

Maurice turns around and gulps down the twelve oz. can in one go. He crushes the can and tosses it into the garbage can before seeing something move from the corner of his left eye. He turns his head slightly and asks, "Who's there?"

Maurice hears the couch creak getting him to narrow his eyebrows slightly. He reaches underneath the kitchen counter and pushes a button opening a small hidden compartment right behind the hidden button. He reaches in the compartment and pulls out a small laser pistol from the hidden compartment. He keeps his eyes focused on the man that came into full view for Maurice to see as the man looked down at Maurice with his only working eye. "Hello Maurice, we have much to discuss." The man in a trench coat with an eye patch over the right eye socket says.

"Who are you?" Maurice asks keeping the small laser pistol behind his back.

"My name is Nick Fury, and I am the director of the Strategic Homeland Intervention, Enforcement and Logistics Division or commonly known as S.H.I.E.L.D." Fury explains.

Maurice soaks the information into his mind then asks, "Why are you here in my house? I should be calling the cops for breaking and entering."

Fury mentally pushes the threat off and crosses his arms over his chest. "You could, but certain information about the secret organization you call the Teens Next Door will come to light." Fury threatens back getting Maurice to flinch and take a step back in surprise. "I might as well explain everything before you start making crazy assumptions on how I know about your organization."

"Yes, you should do that." Maurice gets out holding in the anger and surprise on the information suddenly dropped on him.

"S.H.I.E.L.D. operates as a secret organization just like the Teens Next Door and the Kids Next Door only we deal with bigger threats than anyone has ever seen. We try to know everything going on around the world and certain events involving both of your organizations are making the S.H.I.E.L.D. agents wonder if we should allow you guys to continue running." Fury start explaining keeping his eyes on Maurice who held the pistol tightly behind his back.

"Well, what would you expect from the Kids Next Door? We were all kids once." Maurice explains lamely knowing that if he tried to deny either organization would be a waste of time.

Fury nods his head in agreement. "True, but neither organization is running under anyone's rule which would make both organizations illegal in all countries."

"Illegal?! We've done nothing but try to help kids worldwide to have a better childhood that evil adults are trying to steal from us!" Maurice yells putting his free hand on his chest.

"I know, but the situation does not make it any better. No one would really believe that kids would do stuff like fighting adults with actual nonlethal weapons, but the Teens Next Door will not be as lucky."

"You're telling me that my fellow agents and I have a big chance going to jail if anyone from the higher ups finds out about the organization?" Maurice asks summarizing what Nick Fury was telling him.

Fury nods his head and puts his hands behind his back. "Very good Maurice, you're right, but there is a way to save your fellow agents from getting sent to juvie or higher depending the damage."

"We work for your organization." Maurice mutters not liking the situation he was finding himself in. 'This is bad. Numbuh 100 would immediately deny the idea, and we'll be fighting a losing battle.' He thought lowering his gaze while gripping the pistol tightly.

"Exactly, I'm glad you can see your predicament Maurice, but I can't say for the rest of the Teens Next Door."

Maurice looks straight back up at Fury with a glare and asks, "What would it take to avoid unnecessary violence? The Teens Next Door would rather go into hiding or fight back for our rights than join S.H.I.E.L.D."

Fury nods his head understanding the predicament Maurice brought up. "Yes, you're right. Out of everyone from your organization, why do you think I came to you?" Fury asks cryptically.

Maurice growls at Fury angrily. "You want me to join your team. Well you can definitely forget that. I protect my fellow kids, and I…"

"…Will let them all down, if some of the bigger villains find out about the secret Moonbase on the moon." Fury finishes catching Maurice off guard. "Yes, Maurice, I do want you to join S.H.I.E.L.D., but we never needed a reason to make contact with your team. Too many lives would be ruined for unnecessary conflict."

"Why would you come to me then?" Maurice finally asks as his pistol starts to slip from his fingers.

"Out your entire team you are the only one who listens to reason. You are one of the best teen infiltrators I have ever seen without any type super powers. What I need is a teen who can find things out about greater things going on out there that normal adults can't find out." Fury explains knowing that his words were reaching Maurice's mind and heart. "Would you be able to go above and beyond the normal call of duty to protect those you love and care about?"

Maurice lets the laser pistol fall to the floor and lowers his head in defeat. "Yes, I'll do it." He lifts his head up giving Fury a hard glare. "But it doesn't mean I will ever like what you just did now."

"Trust me kid. This kind of job isn't as easy and as fun as it looks."


Helicarrier (4 weeks later)

Maurice stands in the Director's office looking out the window at clouds then turns his head slightly as he hears the door slide open behind him. He looks at Director Fury as the man stares at Maurice with a calculating gaze. "Your first mission went south, but you still got the information we needed from the base. Good job Maurice." Fury tells the teen.

"Doesn't feel like it." Maurice mutters dejectedly before turning his head away from looking at Fury.

Nick sighs knowing what Maurice was talking about. "I honestly wasn't expecting what you saw there Maurice, and for that I am sorry, but there are going to be missions that are going to be worse than that."

"Which is why I need to train." Maurice replies back turning around to face Fury with a determined look in his eyes. Fury raises an eyebrow at the sudden declaration. "You were right. I need to protect those I care about, but I can't do that the way I am right now. I need to be better, and Shield is the only place where I can train to be better."

Fury nods his head and smirks, "I'm glad you finally understand why I wanted your help, but you better not ever underestimate your opponents."

"I learned that type of lesson when I was younger, but Phantom asked if I want to be a hero, and after everything that just happened, I made up my mind." Maurice balls his hands up and walks over to Fury keeping the determined look in his eyes. "I'm going to become something better than the run of mill agent that works here. I'm going to protect this planet from the Galactic Kids Next Door, save my friend from their corruption, and make a name for myself."

Fury chuckles lightly at the declaration and crosses his arms over his chest. "Nice speech kid, but we're going to push you hard to make you back up those words."

"Bring it on."

Second side story is complete. This leads up to Maurice joining Shield and the first mission he took for them in France. If you don't know what happened then read Phantom Evolution Rewrite. I am reworking the first chapter again for that story so it would be better than it already is.

Anyway, it is just a short little one-shot side story. I hope everyone enjoyed it, and R&R.