Ellie was vaguely aware of someone screaming. As they threw her and Benny back into her cell, locking the door behind both of them, she realized that the screams were coming from her own throat.

She quickly crawled over to Benny, trying to assess the damage through her blurred vision.

"Benny? Benny!" His eyes were closed, but his chest was slowly rising and falling. She carefully peeled back his jacket and saw that the bullet had pierced his abdomen.

"Oh, God," she whispered, as she placed one hand on the wound. She was still incredibly weak, but she used every last ounce of strength she had to lift Benny into somewhat of an upright position, resting his head on her lap. She looked down at her hand, which was already completely covered in blood. He was bleeding out too fast. She needed something else. She was about to remove her jumper to apply more pressure when she felt Benny's hand on hers.

"Don't," he whispered, pointing in the general direction of where her whistle rested underneath her jumper. She wanted to ignore him, hardly caring about the possibility of HYDRA discovering her whistle anymore, but there was something in the way he was looking at her that made her pause. She placed her hand back on the wound, and even though she knew he wasn't going to make it, she tried to smile at him through her tears.

"You, mister, are in big trouble." He gave her a weak smile in return, but she couldn't do it. She couldn't pretend as well as he could. She focused on putting as much pressure as possible on his wound, and avoided his eyes.

"I know I…broke my promise, Ellie," he said, his voice coming out in short bursts. "I'm sorry-"

"Shh," she whispered. "Don't talk too much, Benny. You'll need your strength. Just hang on for a little while longer, okay? I can get you help."

He was still smiling. "I think…it's a little late for that, Ellie." He paused. "You did all you could."

She shook her head, trying to keep her hysteria down. "No, I didn't. I told them what they wanted to know and they hurt you anyway. It was all for nothing."

"Hey." Benny rested his hand on top of hers, and even though she knew it was to comfort her, she was glad for the added pressure on his abdomen. She tried not to let her eyes wander to the pool of blood spreading around them. "You're still alive. That's not nothing."

She felt the tears coming back. "Just hold on, all right? I'll see if I can get you some water." She moved to carefully stand up, but he was shaking his head.

"Ellie, Ellie, no, just stay here." His smile faded a little. "Please? Just…stay."

She looked at him pleadingly. "You need water, Benny."

He weakly reached his hand up to her face, brushing a lock of hair behind her ear. His eyes were slightly out of focus. "You can't…give them what they want."

"I won't, Benny," she whispered.

"No, Ellie, listen to me." His eyes became clear for a few moments as he tried to lean closer to her. "Don't let them…take away…who you are."

Ellie shook her head in confusion. "What do you mean?"

He smiled again, and he was looking at her in a way that she didn't think she'd ever been looked at before. "You're a fighter, Ellie."

It was completely bizarre, and it didn't make any sense, but Ellie felt a blush on her cheeks. She quickly realized where they were and what was happening, though, and all of that disappeared as she tried to keep her tears from spilling over. "You're a fighter, too, Benny. You just need to hang on."

Benny laughed a little, which turned into a cough, alarming Ellie further. But he seemed to regain a little control after a few seconds, even though his breathing was still labored. "Me?" he scoffed, before weakly shaking his head. "No, I'm a coward. But you…" He was still looking at her with that peculiar awe she didn't understand. "You're gonna change the world. You can do it, Ellie. You can get out of here. You need to at least try. You've got your sister, and people out there that love you."

Her vision blurred again. "Benny, you've got people, too. Don't-"

"All I had…was Claire. And she's gone." He was trying to make her feel better, but his words were hardly comforting. "No one's going to care if I die."

Ellie couldn't hold back the tears anymore. "You've got me," she said shakily, nearly hyperventilating. "I care if you die."

He rested his hand on her cheek again, trying to wipe away some of her tears. "Hey, hey. No, don't cry." He smiled at her. "There's nowhere else I'd rather be right now."

Despite the gravity of the situation, Ellie heard a laugh escape from her lips. She looked at him with doubt and Benny seemed to realize what he'd said, chuckling a little as well. "Okay, so maybe I'd rather be somewhere a bit nicer…like a tropical island or something." He paused, closing his eyes for a long moment, and something of a grimace passed over his face, the first sign of pain he had shown since he'd been thrown in the cell. It went away as he looked at her again. "But there's no one else I'd rather be with right now."

Ellie found herself unable to speak, the tears continuing to stream down her face.

"Promise me…you'll fight, Ellie," Benny said weakly. The blood had spread around them at an alarming rate, and Ellie knew he didn't have much time left. She felt utterly useless as she nodded at him through her tears.

"I promise," she whispered, even though she still didn't quite know what he meant. Did he seriously think that she had the strength or the power to be able to escape on her own? No, she was dead the moment she had arrived. But she never thought she'd have to watch someone else die because of her, someone she had strangely grown to trust, someone she might have even considered a friend if they had somehow made it out of there.

As Benny slowly brought her hand to his lips, she realized that he really was her friend. He was the last person to show her any kindness, and his smile was probably going to be the last one she ever received. "I'm really…glad…I met you…Ellie."

She wanted to tell him that she was glad to have met him, too. He had been there for her when she'd literally had no one else. She opened her mouth to speak, but Benny's hand had gone slack in hers. She stared down in disbelief at his unseeing eyes, the unspoken words on her lips gone with his last breath. As a heavy silence fell upon the cell, Ellie felt something break deep inside of her.

Time seemed to slow down. Her tears stopped abruptly, and she simply sat there, completely still, for what felt like hours. She felt detached from her body, as if she were watching herself in a film, as she gently closed his eyes and laid him on the ground, folding his hands over his chest.

She leaned down and kissed him on the forehead. "Thank you, Benjamin Pollack," she whispered. "I'm sorry I couldn't save you."


May sighed as she closed out of the backchannel Skye had opened up to the Hub. She had finally managed to get through to Agent Shaw, but they had kept their conversation short for the sake of security. So far, everything seemed to be stable at the Hub, but Shaw had informed her that Agent Romanoff was scheduled to testify in front of a Senate subcommittee at a hearing later that afternoon. May had been aware that the aftereffects of a fallen S.H.I.E.L.D. were going to be drastic, but it must have been more serious than she'd thought if Natasha was publicly speaking on Capitol Hill.

May wanted to go check on Coulson, but with Skye working with Fitz on the Academy's security systems, she didn't feel comfortable leaving the plane unattended, especially since they had technically requisitioned the vehicle without permission. She sighed again as she headed towards the cockpit, deciding that she may as well finalize their flight plan back to the Hub so they could return as soon as possible. As much as she wanted to make sure the Academy was secure, May was a little more concerned with keeping the Hub out of HYDRA's hands.

When she exited the small office, she nearly walked straight into Fitz. Well, to be more specific, Fitz nearly walked straight into her, but she expertly sidestepped away from him to avoid a collision.

Fitz looked like a deer trapped in headlights. "Oh! Agent May. I was just, um, bringing back some of the equipment that we're, um, taking to the Hub." He avoided her eyes and rubbed the back of his neck, looking extremely uncomfortable. May had a feeling she knew why Fitz wanted to be anywhere else but stuck in the same room as her, so she summoned up her most light-hearted voice to try to ease some of the tension.

"What's that?" she asked, pointing to the tripod-looking device Fitz had gripped in one hand. His eyes widened, and he looked at her in confusion until he seemed to realize what she was talking about.

"Oh! This…" he paused dramatically, picking up the device and setting it in between them, "is what we believe to be one of the very first prototypes of the HYDRA cannon Arnim Zola developed during World War II."

May didn't show any outward signs of alarm, but she took a step forward and turned the legs so that the barrel was no longer pointed at her body. Fitz seemed to realize the implications of what he'd said because he quickly held a hand up in apology. "Oh, it's not operational anymore. No, it's been dead for quite some time now, but we've been holding it at the Academy as a sort of reminder of the dangerous side of tech advancement." He paused, looking at the weapon with a mixture of awe and disappointment. "This thing used to be able to vaporize squadrons of men at a time," he said quietly.

"So you want it…on the plane," May said slowly, trying not to sound too apprehensive.

Fitz shook his head. "We can't take any chances, though. It's been dormant for nearly 70 years, but HYDRA's back and there are people playing around with Tesseract technology and…I don't know about you, but I'd feel a lot better if it were at the Hub."

May didn't like any of it, but she had to agree with him. "Okay," she said. She gestured behind her. "Were you taking it to the office?"

Fitz nodded absentmindedly, apparently still lost in thought. "Yeah, yeah, the, uh, lab downstairs is kinda full already and Agent Coulson said to use the office for additional space."

She helped him move the ancient cannon into the office. "Do you need any more help with the equipment?" she asked as they carefully set it down near the back of the room.

Fitz shook his head again. "No, I think we've got all we need. There were only a few things that we thought should definitely get locked down. This," he pointed to the cannon, "some nanobot prototypes that use Adamantium-tipped darts, a couple rifle models that looked a little sketchy, and then that, um, ionized air cannon Donnie Gill invented."

"So you've got everything then?"

"Well, Simmons is still going through all the pharmaceutical stuff with Agent Weaver, but, um, I think she should be done soon."

"And the security systems?"

"Oh, they're back up. Yeah," he said, placing his hands on his waist. "Um…Skye's over there now installing some kind of software to protect it from crashing again."

He was still avoiding her eyes, and even though he was politely answering her questions, May could tell that he was still uncomfortable in her presence. To be fair, May realized that this was probably the longest conversation they'd ever had together. She didn't exactly want to prolong his discomfort, but she had been observing him long enough over the past few months to know that something was bothering him. So much had happened in the last 24 hours, to all of them. If it was difficult for her to digest, someone who had been practically desensitized to pain over the years, it was probably a hundred times more difficult for Fitz, an engineer who most likely never thought he'd see combat, let alone a destroyed S.H.I.E.L.D. May didn't reach out very often, but she felt that under the current circumstances, she was almost obliged to do so.

"And…how are you doing, Fitz?"

Fitz seemed baffled, undoubtedly thrown by her question. "I'm, uh-"

She decided to help him out a little. "I know it must be difficult to see the Academy in the state it's in right now. Especially with what happened at the Hub yesterday."

Fitz briefly met her eyes for a few seconds, and she could tell that he had been trying to avoid thinking about any of it for the sake of his sanity. But May knew that that kind of approach to trauma could almost be more dangerous than lashing out. Granted, May didn't talk about her feelings with others often (or ever), but she had learned over the years how to address them in a way that worked for her. She knew how to handle her anger and fear. Fitz didn't.

"I didn't get a chance to thank you for what you did, by the way," she said quietly.

Fitz looked at her in confusion, and then seemed to remember what she was referring to. He waved a hand dismissively, avoiding her gaze again. "It's, uh, it's fine," he replied, his ears turning pink.

She shook her head. "No, it's not, Fitz," she said firmly. He glanced over at her, apparently surprised at the gravity of her tone. She took a breath. "I owe you one."

Fitz snorted. "Yeah, uh, I don't think so. You were doing pretty well on your own, if I remember correctly."

"Regardless-"

"Look, how about, uh…" he interrupted her. "How about you don't try to shoot me in the head anymore and we'll call it even?"

May briefly closed her eyes, the guilt of that unforgivable act weighing heavily on her shoulders. She deserved that. But when she looked back at Fitz, she saw that he had a smirk on his face.

"I think that can be arranged," she smiled at him, and she was relieved to feel some of the tension finally leave the room. Fitz gave her a nod before turning around, probably to head back down to the lab.

"Agent Fitz?"

He spun around. "Yeah?"

May hesitated. "When this is all over…you should probably talk to someone."

Fitz looked confused again. "I don't understand-"

"You shot somebody," she said softly. "That's not something easy to walk away from."

He looked down at his hands. "Yeah, well…I guess we've all done things recently that we didn't think we were capable of."

"You should still-"

"Yeah," he said abruptly. "I will. Um…I'm gonna go check to see if Simmons needs any more help with the, uh, chemical stuff." He was backing away from her slowly, edging closer to the door and trying to slip away as surreptitiously as possible.

May sighed. She supposed she shouldn't have expected anything different. Fitz liked to talk about his feelings just about as much as she did. She gave him a nod, and he seemed ready to bolt when she remembered something.

"Oh. Agent Fitz." He turned back around to face her, looking like he very much did not want to be there anymore. "Skye wanted me to tell you that one of the Golden Retrievers was acting up a while ago."

An odd expression passed over his face. "What?"

"She said one of them was moving around in the case. Thought you might want to take a look at it when you get the chance."

Fitz's face turned white, and his eyes became clearer than she'd seen them in a while, almost as if he'd come out of a fog. "Which one?" he whispered.

May shook her head, confused. "I don't-"

"Which one?" he repeated more loudly, but before she could ask him what was wrong, he darted out of the door.

"Fitz!" she called after him, racing down the stairs on his heels. He stormed into the lab and walked over to the counter, the Retriever case resting on its edge. When he opened the case, one of the Retrievers was pulsing with yellow light, but it remained stationary in its holder. Fitz's face, already pale, grew even whiter. He ran over to his backpack and took out his tablet.

"Come on, come on, stay with me," he muttered.

"Fitz, what's wrong?" May asked, but he ignored her. He was somewhere else, only focused on the device in front of him. She tried to glance over his shoulder at the tablet, which was displaying some kind of map. He tapped on the screen, the map zooming in to a more specific location. It seemed to zero in on the D.C. area, but before anything more precise showed up, a red error message appeared on the screen, reading "Signal Lost."

"Bloody hell, come on," Fitz cried in a fit of panic, trying to zoom back in on the screen. The glowing Retriever grew quiet, its light fading until it fell still in the case. "Oh, God," he whispered, placing his hands on his head for a few moments before racing towards the plane's exit.

"Fitz, what's going on?" she shouted.

"Get the plane ready to leave," he called back to her over his shoulder, tearing down the cargo ramp faster than she'd ever seen him run. "Wheels up in ten."


The biochemistry doors slammed open as Fitz burst through them, racing towards the storeroom. When he found Jemma in one of the aisles, he ran up to her and rested his hands on his knees, panting heavily.

Jemma glanced over at him momentarily before turning back to the chemicals before her. She didn't seem to notice his distressed state. "Oh, good. You're here. I could use your help. Do you think you can-"

"Jemma, leave it," he gasped. "We have to go."

She still didn't appear to detect his urgency. "Fitz, don't be ridiculous. I'm almost finished-"

"Jemma, Ellie's in trouble," he said as loudly as he could.

Jemma froze, finally meeting his eyes. "What?" she whispered, and even though he could see the fear on her face, he could tell that she was shutting down. He quickly took the case of vials from her grasp, storing the one she was currently examining in one of the empty holders, and grabbed her hand in his as they ran back to the plane.