Miami, Florida.

Leo Fitz had been in some very uncomfortable situations over the course of his career with S.H.I.E.L.D. He'd done and seen things that he'd never imagined himself capable of. Despite the chorus of voices that had called him weak and bookish over his life, he thought he'd done well. He'd adapted to life outside the lab, managed to become something more than the lab geek he'd always been considered to be. In years of service he'd found himself in a thousand new and strange situations, each challenging him to come out of his admittedly shy shell.

Somehow none of that had prepared him for the situation he found himself in that moment. Sitting at an open café right off the water in South Beach with the sweltering morning sun burning overhead, he'd never felt quite as out place. Hordes of distractingly scantily clad people were walking the boardwalk, their skin bronzed and gleaming with a sheen of perspiration and oil. Everywhere he turned there were nearly naked beautiful people and each of them was a subtle reminder of how pale Fitz was, how his frame was skinny instead of lean.

Even his clothes were wrong. That morning he'd picked out a bright Hawaiian shirt, thinking it a keen disguise considering the location of the meeting. The problem was that the shirt, and the matching pale shorts he'd picked up at the same time, were glaringly bright and managed to make his arms and legs stand out starkly white in contrast. He was sure he was going to burn even with the thick layer of sunscreen he'd applied. Worse, he was getting a lot of amused looks from the locals.

He tried not to notice too much, mindful of the fact that he'd been trained and advised by some of the finest spies the world knew. He didn't have to look cool, being awkward was fine. The important thing was to be certain he looked like he belonged, to make sure he didn't stand out as foreign. The amused looks were brief and uninterested, sometimes a touch pitying. The exact looks some the locals would send some clueless tourist that didn't get the South Beach vibe.

In that, he fit right in. Or so he reminded himself when a small group of young women rollerblading along the boardwalk glanced his way and erupted into laughter.

To cover his embarrassment he turned his attention away from the people to the casually perfect little café and outdoor bar. He dabbed his forehead with a napkin, wondering how the people in Miami managed to get through the day without melting and was about to call for another ice water when he caught a glance of the TV over the bar. A picture of Tony Stark speaking to reporters flashed across the screen followed by a number of pictures of other people Fitz didn't know.

"Bartender," he spoke up, using his best American accent. "Turn that up please."

"Bunch of freaks," one of the guys loitering at the bar muttered when the volume turned up and they heard the reporter talking about the Registration Act. According to the reporter there'd been an outpouring of support from both Powered people and normal for the Act in the three weeks since it had been passed.

The scene showed a smiling young man waving at the camera as he was passed off to government scientists. It was propaganda, pure and simple. The same sort of images had been playing almost non-stop since Fitz had been forced to go on the run. In true modern media fashion, they were telling their own narrative of what was occurring in the world rather than spreading or even seeking the truth. No footage of the unwilling was shown, no hint of those forced to go underground. No film of the troubles afflicting the Avengers. Just an endless parade of passive, smiling faces marching themselves into government custody.

Fitz was fixated on the screen, watching as Tony Stark appeared again talking with his easy charm about safeguards to protect the public and civic responsibility. It was hard to reconcile that… politician, with the man Fitz had always thought of as Iron Man, a hero. Tony Stark was an inspiration to Fitz, an engineer and a scientist as well as a man of action. In his daydreams Fitz had always wanted to imagine himself in the same light. And there he was turning on his closest allies, betraying the people Fitz cared about.

"Beer," Hunter called out as he settled into the seat beside Fitz, making the younger man jump in surprise. "Good to see you, mate. Have to admit, I was surprised to get your call. Figured you'd be long gone."

"Thanks for coming," Fitz covered his embarrassment at being caught so off guard by ordering a water as well. They waited until their drinks arrived before speaking again.

"I can't stay long," Hunter said. "Things are tense back at the fort right now. I'm sure Bobbi and I are both being watched. She's dealing with our tail right now but it won't be long before they're on me again."

"I wouldn't have called if it weren't important," Fitz assured him.

"Not the first time I've had a meeting like this," Hunter shrugged, looking around and taking in Fitz's shirt with a wry smirk. "Quite a shirt, mate. You and Coulson shop in the same place, I assume."

"Have you heard from him?" Fitz got to the point. If Hunter only had a few minutes he had to take advantage.

"You haven't?" Hunter sounded surprised. "We assumed you were all together."

Fitz shook his head. "I haven't seen anyone since Gamma was attacked."

"Except Skye," Hunter put in. "Heard about Little Rock. Sounded like you two had a close call."

"We think it was the same people that attacked Gamma," Fitz frowned, recalling when he and Skye had been nearly cornered at the bus depot in Arkansas. "Do you have any idea who they are? Hydra?"

"I wish I could tell you," Hunter said. "I don't think it's Shield, if that's what you're wondering. What's left of Shield is focused on what's going on with the Avengers. Besides, they want Skye alive, not dead."

"Have you heard from anyone else? Do you know if they're okay?" Fitz pressed.

"Fitz, you shouldn't be thinking about reconnecting with anyone else right now," Hunter frowned. "Didn't you hear me? They want Skye. She's Powered and they know it. They won't stop hunting you and if you're with her you're going to get hurt. Bringing in fugitives is all anyone is focused on. You need to be thinking about getting out of here before the net tightens. Both of you."

"What about the others?" Fitz repeated, trying not to let his annoyance show. He told himself that Hunter was just looking out for him but Fitz had spent weeks worrying about the other members of the team, not knowing if anyone was hurt or even dead. The worry and doubt that had been tying his stomach in knots left little room for patience. When Skye had finally managed to track down Bobbi and Hunter it had been all Fitz could do not to shout for joy. Finally they had someone on the inside, someone who could answer some questions.

"Mack is okay, I saw him two days ago. If Coulson and May aren't with you, they're probably with Captain America. Last I heard Deathlok and Quell made it out," Hunter supplied. "Shield lost their trail somewhere in South America. Peru, I think."

"Peru?"

"Maybe you should head that way," Hunter nodded.

"Are you sure?" Fitz frowned. "Because we heard-"

"Mate, you're not hearing me," Hunter leaned forward, pinning Fitz with his gaze. "They assigned an operative to bring Skye in. We tried to find out who but they don't trust us. Shield knows what Skye can do though. They're going to send someone they know can handle the situation. You two need to get out of the States, find a dark place to hide until things settle down. We'll send up a signal when things are better."

"It isn't just Skye," Fitz frowned. "We're a team."

"You need to go, Fitz," Hunter shook his head. "Things are getting worse. Right now there are people inside still fighting for you but it seems like every day there are new Inhumans causing destruction and chaos. Everyday they're bringing in new threats and the agents are starting to wonder if maybe Stark is right. Maybe the world is too dangerous to let people just run free. It's not being reported but there have been incidents. People are afraid. Crowds are turning ugly, there have been attacks on known friendlies."

"If that's true then all the more reason to stay," Fitz insisted. "At least until we know everyone is safe. You'll keep looking, won't you? Coulson wouldn't just abandon us. If he's not reaching out to us, there's something wrong."

"I have to go," Hunter stood. He nodded to the heavy bag he'd brought with him. "That's everything I could find. And yes, we'll keep looking."

"Wait," Fitz rose as well, picking up the bag with a grunt. "Did you find out where…"

"I'm sorry," Hunter shook his head, putting a hand on Fitz's shoulder briefly. "The stone is gone. The storage facility was hit the same day your base was. Think about what I said, Fitz. South America."

Before Fitz could ask him anything more about the stone that had taken Jemma, Hunter stepped into the crowd and disappeared. Fitz staring after him in frustration. He hadn't expected much; Skye had warned him they wouldn't get much help from Hunter or Mockingbird, they were running their own operation and weren't going to compromise it. He had hoped for something, though. Some kernel of a hint that might lead Fitz and Skye to a better place.

There was nothing to be done but pay the bill, collect the heavy duffle bag Hunter had left him, and slip into the mass of people walking the boardwalk as well. Mindful of what Skye had told him when she'd prepped him for the meeting, he walked slowly and checked carefully for any sign of being followed. Though he was reasonably sure he wasn't being tailed, the sensation of paranoia was thick in the air after weeks of being on the run and he knew that he wasn't in a position to pick a trainer operative out of the crowd.

"You're clear," Skye said into his ear-bud. "No one following you."

"How did it go?" he asked, looking around like he imagined a wide eyed tourist would. She was out there somewhere, just another sun bathing beauty risking skin cancer for a darker skin tone. He didn't see her but the entire meeting had been more bearable just knowing she was nearby watching his back. He trusted Hunter but who knew who might have followed the man.

"It worked," she sounded pleased and distracted. "Good work keeping him there. I hacked his comms and embedded a virus. When he makes contact the virus will make its way into Shield's systems and I'll have a backdoor."

"Are you sure we couldn't have told him?" he sighed. "It feels wrong lying to him."

"You mean like he lied to you?" she asked. She sounded guilty though. "We can't take the chance, Fitz. You remember what Bobbi and Mack did last year. Whatever their reasons, they spent a long time lying to us. Lying to each other. Even if we could trust Hunter, we don't know if we can trust Bobbi. It's better this way."

"At least Mike and Elena got out," he said, turning the corner to wander along the outdoor market that stretched up the street. "Oh, shirts. These are nice."

"What's wrong with your shirt?" Skye laughed in his ear. "A man willing to take those bold fashion risks is sexy."

"Thanks for that," he mumbled, then flushed when the man behind the little cart gave him an odd look.

"I'll see you back at the room," Skye said in parting.

"An hour," he agreed. They'd already determined that he would wait a while before returning to their motel room, just in case.

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(.Scene Break.)

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Skye was already camped on the bed with her laptop when Fitz returned to the room. After Little Rock they'd decided that separating was too risky so they'd started sharing a single room. Even after sharing the confined habitat of the Bus for so long, being crammed into a tight a space with another person was an eye opener. One had to adjust quickly to avoid the inevitable stepping on each other toes, to adjust to the other person and look hard for ways to give each other space both physically and mentally. Fitz learned to bury himself in his work, limited though it was to the few things he'd rescued from gamma.

For Skye, her laptop was her escape. The sight of her hunched over her sleek laptop with her brow slightly furrowed and her lip being gently chewed was one Fitz grew to know quite well over the previous weeks. The sound of her quiet, rhythmic typing became a kind of white noise for him as he worked, an almost peaceful sound of reassurance that he was not, in fact, alone.

"Hey, look at this," she said without looking up. The gun in her hand was set aside in favor of waving him over. "It's already working. I'm in. See this? Hunter lied, he knows where the stone is. Stark Industries assumed possession of it along with a shipment of other things deemed too dangerous."

"I can't say I'm surprised," he muttered. "He probably thinks he's protecting us, sending us away."

He moved to peek over her shoulder but the screen was flashing with lines of bewildering code. Worse, windows were opening and closing faster than his eye cold track as she delved through Shields's files. Instead of pretending he knew what she was doing he set Hunter's gift bag aside and opened the small paper bag he'd picked up in the market. The bowl of fruit he produced was set on the bed beside Skye and he retreated to the small rooms only chair, which served double duty as his work place and bed, to eat his own breakfast.

"This is insane," Skye muttered, distractedly eating a piece of kiwi. "The Avengers are split right down the middle. Half of them are hiding with Captain America and the rest are hunting down any Powered threat they can find. It's spreading, too. Hunter was right about that. There are almost a hundred incidents that I can see. A hundred different incidents all over North America. I haven't even gotten to Europe yet."

"Remember what we said," he reminded. "Everything that's happening, it's bigger than us. It's God's and AI's and the bloody Hulk. If we let ourselves get caught up in all that, we'll be swept along and no one will be left to look after our people. We need to focus on what we can control. Finding the team, getting that stone back."

"Coulson and May are with Captain America," she reported, flashing him a brief smile to tell him she heard and agreed. "There's a report of them in Los Angeles last week with Falcon."

"There's some good news," he nodded. "It's only a matter of time before they leave a message at one of the drop sites."

She gave reports as she worked, tossing out nuggets of information she found pertinent to their situation or that she thought he'd find interesting. Not wanting to distract her, he didn't respond much unless she was directly asking for his input. Skye liked to use him as a sounding board for her own thoughts, she tended to talk through her problems. That said, he knew she had very limited time. When they'd conceived their plan she'd been clear that her backdoor would only give her limited access before Shield discovered her. So instead of talking he ate quickly then began packing their things o they could move as soon as she was ready.

"Colorado," she said as he stuffed his clothes into a dufflebag. "That's where the secure storage is."

"Good," he beamed. "Now we just need to make a plan."

"Fitz."

"First things first, we need new identities," he continued, like she hadn't spoken. "You said your friend from the Rising Tide could help with that. Then we need to find a way to get to Colorado. I think we can agree that the bus is not a good idea."

"Fitz."

"When we get to Colorado, we can formulate a plan to get inside the-"

"Fitz!"

"Skye, I know what you're going to say and just don't."

"I think it's time we split up."

"Skye."

"No, hear me out," she said determinedly. "You heard Hunter, they're hunting me. Not us, me! I don't know what I'd do with myself if you got hurt because of-"

"Skye."

"So we split up. It makes sense. You go to Colorado and I'll head in another direction, draw away any attention. Then you can-"

"Skye!"

"No, I'm not going to let you get hurt because of me!"

"And I'm not going to let someone I care about get hurt! Not again!" Fitz raised his voice, frustrated. He'd known this was coming, had seen it in Skye's eyes ever since Little Rock. She was a runner, it was just a part of who she was. When things turned south she instinctively sought to protect herself by getting distance. "Skye, this isn't happening. We aren't separating."

"You can get your life back, Fitz. You don't have to live like this."

"This isn't a choice, Skye. Can't you understand that? If you weren't with me I'd still be out here. The only difference is I'd be looking for you as well as the others. You're my friend. I care about you and I am not going to let those bastards hunt you." Agitated, he began to pace.

"This is wrong, what they're doing is wrong. You are a hero, Skye. A bloody hero. I'm not going anywhere and I won't hear any talk otherwise." He joined her on the bed and took her hands, forcing her to turn to face him. He hoped that she'd see how serious he was and put this separation talk to rest.

"I am not leaving," he said flatly. "It would kill me if you got hurt. They aren't hunting you, they're hunting us. And if they think otherwise they're fools."

There was silence as she struggled with herself. It was clear that she was worried about him and he appreciated it deeply. Only Jemma had ever cared like that. The truth was that the way Skye worried about his well-being only solidified his determination to stay with her and protect her. She deserved to have her loyalty returned. She deserved to have someone looking out for her the way she tried so hard to look out for others.

And he wasn't going to let someone else he cared about be hurt. He'd let Jemma be taken. He'd die before he let anyone take Skye.

Then she was wrapping her arms around his neck and hugging him tightly. Without a word she ceded the fight to him and agreed that they were better as a team, that the two of them sticking together was the only option. A heavy weight slide off of Fitz's narrow shoulders and he hugged her back. He was desperately glad that she'd come to him about her concerns; he'd spent more than one night awake because he feared she'd slip off in the night for his own good.

Her hair tickled his nose as she put her head into his shoulder. He patted her shoulder in response, so relieved that he didn't even mind when her juice bowl tipped over and spilled onto his shorts. When she began to shake slightly in his arms he thought she might be crying and started to pull back.

His fears were allayed a second later when she hugged him tighter and spoke with laughter in her voice. "You just cursed, Fitz. Twice!"

"I did not… Oh, hell I did," he admitted sheepishly.

"I warned you I'd bring out the cool kid in you," she teased.

Something shifted and Fitz was suddenly very, very aware of the fact that Skye was still wearing nothing but the dark one piece bathing suit and sarong she'd put on for the beach. For the first time since his brief and embarrassing crush when they'd first met he found himself aware of the fact that she was more than just his friend. Skye was beautiful, there was no denying it. Somehow he'd pushed those thoughts to the back of his mind in favor of thoughts of Jemma but he was quite suddenly and shocking remembering how attracted to her he'd always been.

She must has sensed the change in him because her relaxed posture tensed ever so slightly. He half expected her to pull away. He almost hoped she would, that she'd pretend nothing happened and they could go back to the comfortable footing of their friendship. Instead she remained there, hugging him a while longer. When they drew back, they shared a quiet laugh a quiet laugh that was somehow awkward and… not.

"I should finish this. They'll find me digging through their files before much longer," she mumbled, clearing her throat.

"Right, I'm going to shower and change," he nodded.

He hurriedly got off the bed, trying not to think about how acutely he could still feel the warmth of her on his skin. He knew he was blushing a deep red and silently thanked her for not mentioning it as he all but fled into the bathroom. When the door closed securely behind him, he jumped into the shower and tried to take his mind off of the odd moment he'd just shared with Skye. He'd probably imagined it anyway; Skye hadn't ever shown any interest in him.

Besides, the last thing either of them needed were any more complications. As it was they were barely keeping their heads above water.

Worse than that, the enormous and unanswered question of Jemma loomed and made him feel queer and wrong. Guilty. He hadn't done anything wrong, far from it, but there was a niggling seed of guilt working its way through his stomach that he didn't like and didn't understand.

He loved Jemma. There was no question of it in his mind. She was and always would be an essential part of him.

The trouble was they'd apart and at odds for more than a year then only just reconnected before she was taken. A year of her being simply gone and while he didn't believe she was dead, he refused to give up on her like that, every day that passed made her feel more distant. A part of him felt like she was a cherished memory rather than the real and warm presence that she'd always been in his life.

The ache of her being gone was a hurt that ran bone deep, something he wasn't going to ever get past. He didn't want to get past the pain, as if feeling the ache kept her with him and still a part of his life instead of just a lovely person he'd once loved. He missed her.

He cared about Skye too. She was a friend when he desperately needed one but she was more than that. Over the last year she'd been the only person that he'd felt comfortable around and he wasn't ashamed to admit that she was probably the reason he hadn't gone insane looking for Jemma. She was… Skye. Whatever that meant, it meant something to him.

He just needed to figure out what exactly that was. Someday.

Maybe it was something he could push aside until they didn't have the law enforcement of every national and international agency on the planet chasing them. That might be a good idea. Plenty of time later to distract himself with worry over what would certainly amount to nothing anyway.

That was settled then. He just wouldn't think about Skye for a while and he'd be just fine.

"Fitz!" the bathroom door rattled as Skye's small fist rapped sharply and she called. "Get out here!"

Irrational panic was his first reaction, for a brief second he was certain that they'd been found and dozens of agents would were in that very second storming into their motel room. He only just saved himself the embarrassment of charging out of the bathroom in his skivvies by realizing she wouldn't have knocked if that were the case. Heart pounding, he threw on some modest clothes, what Skye called "blending in digs" and stuffed his bright Hawaiian shirt and shorts into his bag. He wasn't supposed to take them but he did anyway.

"What's wrong?" he asked when he emerged from the bathroom, finding her perched over her laptop on the bed once again.

"We have a problem," she looked deadly serious. "Hunter lied. Mike and Elena didn't escape. Fitz, they were captured. They're in a holding facility in Boston."

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(.Scene Break.)

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Club Concord was dark, hot, and sweaty. It was filled with smoke and strobe lights that covered every color in the spectrum, all flashing erratically as if dancing to the throbbing electronic sound of industrial techno music. It was claustrophobically packed with people gyrating on three different dance floors and milling about two large bars on two separate floors. Situated ideally in South Beach, it had a line around the corner and it wasn't even nine in the evening.

The music was, in Fitz's opinion, bloody awful. Dance Techno, that's what Skye called it. She loved it and he recognized it as frequently leaking from her headphones when she worked. To him it sounded a little like someone let a room full of hyperactive infants loose on poorly tuned keyboards. Though he wasn't actually sure if keyboards needed tuning.

He made a note to ask Skye about that sometime when his head wasn't in danger of splitting from the noise.

"Isn't this great?" Skye asked excitedly over the music. "You can feel the music down in your bones! So powerful."

"It's great," he said weakly. "Who needs to hear anyway, right?"

"What?" Skye looked back at him.

Instead of replying he gave her a thumbs up and a smile and she grinned back, waving for him to follow her as she wound her way through the packed crowd. He was forced to shoulder his way past group after group of people loitering near the sporadically spaced tables, a bruising and uncomfortable process. She was like a ghost though, completely in her element as she breezed through the crowd without any trouble at all. Eventually she was forced to come back for him and grab his hand, physically dragging him after her.

"We have to hurry," she said over her shoulder. "Carter's here but I have no idea for how long. He likes to club hop."

"Do you see him?" Fitz asked, wondering if anyone would notice if he slipped some earplugs in.

"There!" she bounced, pointing. "Come on."

"You go," he waved. "I'll watch. I… I want a drink."

"Not to many," she rolled her eyes, teasing because everyone knew Fitz wasn't a drinker. "After I get our new IDs we've got a plane to catch."

"Boston," he nodded. "Go, I'll be fine here."

And like that she was gone, eventually reappearing at one of the back tables talking to a group of people that all knew her from the series of hugs and smiles she got. He watched for a while as she charmed the group, amazed at how comfortable she was. The Skye he knew ranged from happy and funny to deadly serious and sometimes terribly sad. Seeing her looking and acting like a carefree young woman was new.

It suited her. Fitz didn't think she had a lot of that in her future, all things considered. Even if everything worked out and they rescued their teammates, the Registration Act had all but ensured that Skye would never be carefree again. She'd always someone watching, someone seeking her. It wasn't right.

"A drink, sweety?" his vision suddenly filled with an impatient waitress.

"Pardon?" Fitz blinked, realizing he'd been staring and was lost in thought. He flushed, embarrassed at being caught and shook his head to clear it. The place was so loud and the lights so distracting, it was hard to focus.

"Can I get you a drink?" the waitress repeated, rolling her eyes.

"Oh," he blinked again, feeling the malaise in his thoughts returning. He'd been managing it over their time on the run aside from a few notable incidents. Indeed, he'd been doing so well he'd almost convinced himself he was better. His hand still wouldn't function as it should but he'd felt like something close to normal.

In retrospect considering the stress he'd been under and the lack of sleep, it was only a matter of time before his mind would rebel. He needed to keep it together, though, needed to ignore the lights and screeching sound, the push of bodies and the clingy heat of the club. It was too much. Alone, he felt it all pushing in on him.

He felt himself slipping, the light and sound being pushed away as his thoughts became muffled and abstract. Disoriented, he frowned in confusion at the strange woman frowning at him. She was speaking but he couldn't make out what she was saying because of the jarring noise.

"What?" he asked slowly, growing more confused and wondering exactly where he was. He was on a mission, wasn't he? Where was his lab? Why was it so loud?

"If you aren't drinking, you need to move," the woman demanded. "Now what do you want?"

"Drinking…" he said slowly. He had to squint to see her through the smoke and light. Was she an agent? Was he in some kind of simulation? Where was Jemma?

"That's it," the woman snapped. "I'm calling security."

"Hey! Relax, we're leaving," Skye was there, looking so furious that the irate woman muttered something under breath and walked off. Then Skye turned to Fitz and he almost hugged her he was so relieved to see a familiar face. She looked up at him, concerned. "You okay?"

"I… there was a… I forgot that…" he tried to explain.

Recognition dawned in her eyes and she bite her lip guiltily like she was somehow responsible for hurting him, which was absurd. She was Skye, his friend. She'd never hurt him. A memory stirred of Skye pulling him through a hanger while he was bleeding and leaning heavily against her. She'd saved him. He was almost sure of it.

"Come with me," she said gently, taking his hand. "Let's get you somewhere quiet so you can relax. We have a plane to catch."

"Boston," he muttered, though he wasn't quite sure why.

"That's right," she nodded, tugging his hand so he'd follow.

"Is that where Jemma is?" He asked, following her as she led him out of the unpleasant place. Her hand tightened around his as he asked that and he frowned, realizing he'd asked something wrong. She kept hold of Fitz like she was afraid he'd wandered off and lifted a hand to whistle down a cab.

"I remember now," he mumbled. "Sorry."

He did remember, a little. Jemma wasn't in Boston. She was… she was… Where was Jemma?

They were both so distracted with his condition that neither of them looked up as they got into the back of the cab and Skye ordered the driver to take them to the airport. Had they been more alert one of them might have noticed that not everyone seemed to be enjoying the atmosphere of the popular nightclub.

One person in particular ignored the music and the people completely as they exited just in time to watch Fitz and Skye drive off. That person watched them with a cool, bland gaze devoid of animosity or even much interest. The sort of gaze a person might offer while evaluating the possibility of a stray dog urinating on their shoe. The eyes of a person that felt no empathy, no regard for the lives and value of their prey.

And when Skye and Fitz drove off, a second cab was called and told to follow.