May met them at the top of the cargo ramp as they all rushed inside.

"What happened?" she asked.

"They're gone," Coulson replied. "P.O. Box 1142 has been destroyed. For real this time. We need to get out of here."

May's expression didn't change, but the way she subtly shifted her posture made Fitz think she was losing her patience with Coulson's abrupt orders. "And go where, Phil? Where's Ellie?"

"We don't know, May," he said in irritation. "We'll figure it out from up in the air. We've already been here too long."

She stonily stared at Coulson for a long moment before turning around. "Wheels up in three," she said in a tight voice.

Fitz knew that Coulson was upset with May for going behind their backs and reporting to Director Fury. And truthfully, Fitz had been upset as well. She had tried to shoot him in the head, for goodness' sake. But until recently, all of them (except for Skye, of course) had adhered to the Division's strict policy of information compartmentalization. May had only been following orders. If Fitz had received direct commands from Fury, he wouldn't have broken protocol either.

But that wasn't the only thing. Fitz knew that they owed all of their lives to the Cavalry. No matter how closed off she was to them, she was still one of the most valuable members of their team. Fitz had managed to forgive her, and he had only known her for a short amount of time. May and Coulson went way farther back, and she seemed to be doing everything she could to help. So why was Coulson being so stubbornly cold to her?

Fitz was brought out of his thoughts as Coulson turned to the rest of them. "Skye, get online. Get me everything you can on Sitwell. Look for any projects or operations he was in charge of, and see if there are any clues as to where HYDRA may have moved. They wouldn't have been able to get too far, so start in this general area and expand your search from there."

"Okay," Skye said with a hint of skepticism. "But don't you think that's kind of reaching? I mean, we have no idea where-"

"No buts, Skye," Coulson interrupted her. "Ellie's depending on us."

Skye's face fell, and even though Fitz could tell she felt daunted by her impending task, she nodded before heading upstairs.

"Fitz, keep the Retrievers activated and make sure we have as many lines of communication open as possible. If Ellie tries to contact us again, we don't want to miss it."

"Yes, of course, sir."

"And…" Coulson hesitated and glanced over to Fitz's left, where Jemma was staring at the ground. It looked like Coulson was trying to tell Fitz something with his eyes, but Fitz had never been good at interpreting that sort of thing. After the third time he furtively looked over at Jemma, though, Fitz had a feeling he knew what he was getting at. He nodded to show that he understood, and Coulson looked dangerously close to sighing in annoyance before he left the cargo hold.

Fitz headed into the lab and set his rucksack down on the small lab bench, pulling out the Retriever case. He was relieved to see that Jemma followed him, even though she didn't seem to be completely there. Fitz was having a hard time pushing aside his own worry for Ellie, but he knew that Jemma's suffering was much worse than his. She was undoubtedly beating herself up for the way she and Ellie had parted ways back at the Hub. He wanted to be able to comfort her, but he wasn't quite sure he would be able to find the right words. Besides, he knew that she would talk to him when she was ready.

He carefully set out his tablet and made sure every single possible communication device was active. Just as he opened up the satellite images for all the tracking equipment, he heard a small sound that made him freeze.

"Fitz," Jemma whispered, her voice thick with tears. He abandoned the lab bench and closed the distance between them, wrapping his arms around her as she sobbed into his chest. Hearing Jemma cry was bad enough, but knowing that Ellie was at the mercy of HYDRA and that they had next to no idea where they had taken her was close to driving him over the edge. He focused on taking deep breaths as he ran his fingers through Jemma's hair. She needed him right now, and he couldn't fail her by falling apart.

Jemma didn't stay in his arms for very long. After about a minute, she took a shaky breath and backed away from him. "I'm sorry," she whispered, wiping away her tears and looking embarrassed. "I'm sorry, I shouldn't have-"

"Jemma, don't-" he murmured, trying to get her to look at him. But she was backing away from him and avoiding his eyes. Fitz heard the low rumble of the engine getting ready for takeoff.

"I'm just…I'm going to go…help Skye," she stammered before hurrying up the steps. Fitz watched her go, more worried than he'd been a minute before. It must have been worse than he'd thought if Jemma was avoiding him now.

He waited until they were in the air before heading up to join the girls. He made sure to grab his tablet, just in case. Fitz's hopes were actually pretty low that their technology would be able to help Ellie at this point, but it was the only thing he could do for her, the only thing that didn't make him feel completely helpless.

"There he is," Skye smiled over at him as he entered the common area. "Maybe he knows. Fitz, have you ever heard of something called Project Phoenix?"

Fitz shook his head. "Doesn't ring a bell."

"Yeah, I didn't think it would," she replied. Fitz was relieved to notice that Jemma wasn't crying anymore, and that Skye was sitting close to her. As he met Skye's eyes, he could tell that she shared his current worry for Jemma. But Skye had always been good at lightening situations.

Fitz had been secretly pleased that the two of them had become such good friends. He tried his hardest with Jemma, and they were very close, but he knew he could never give her the kind of bond that another girl could. Most of the girls at the Academy had been polite to Jemma, but they had obviously been intimidated by how smart she was. Skye didn't care about any of that. She treated Jemma like a person first, and a scientist second. Fitz found himself more thankful for her every day.

"Where'd you see anything about a Project Phoenix?" he asked.

"Well, there's nothing solid, but the name keeps popping up in Sitwell's files. Mostly it's just peppered here and there in the middle of some of the memos, but he doesn't do much more than mention it. I thought it was interesting, though, because you know, HYDRA likes to talk so much about cutting off heads and growing more in their place, right? And the phoenix-"

"Is reborn after it bursts into flames," he finished, nodding. If HYDRA really had been hiding under the pseudonym Project Phoenix, Fitz had to give them clever points. But that was about all he would give them.

"Exactly," Skye said enthusiastically. "So I'm running a search through all of Sitwell's files for the phrase because it's pretty much the only lead we have right now. But let me tell you, this guy really likes his files."

"How long do you think it'll take to sift through?" Fitz tried to keep his voice casual, because he didn't want to put any more added pressure on Skye, but Ellie didn't exactly have all the time in the world.

Skye scanned the screen in front of her. "It should be almost…wait. What's that?" she muttered to herself, clicking on something.

"What is it?" Fitz asked, walking around the sofa so he could look over her shoulder. All he could make out was a document with a red S.H.I.E.L.D. symbol at the top of the page.

"It looks like some sort of confidentiality agreement," Skye answered. "It's not signed, so it's probably just a template." She squinted at the screen. "There's some kind of motto here, but it's not in English." She looked like she was about to open another window when Jemma placed a hand on her arm.

"Wait," she said, leaning closer to the screen. "Von den Flammen der Vergangenheit, wir verbrannt. Aus der Asche steigen wir," she read before sitting up. "From the flames of the past, we burned. Out of the ashes, we rise."

Skye looked over at Jemma with barely concealed surprise. "Thanks, Google Translate. You know I've got a computer for that, right?" Jemma looked down at her hands, but Skye laughed, glancing behind the sofa at Fitz. "Seriously, though. I didn't know you spoke German."

Jemma shook her head. "Just basic conversational German. I'm not fluent, not by a long shot."

Skye nodded solemnly. "Oh, yeah. Yeah, I totally understand. You know, whenever I go to Germany, I gotta know those basic phrases. Like, 'Hi.' 'How much?' 'Where's the bathroom?' Oh, and 'How about we go burn in those flames from the past and rise up out of the ashes?' Wouldn't wanna forget that one."

There was a long pause as Fitz and Jemma both stared at Skye. The next thing Fitz knew, they were all doubled over laughing. The world was falling apart, S.H.I.E.L.D. was all but destroyed, HYDRA had returned, and Ellie was in trouble. But for some reason, the three of them were able to lose themselves in their laughter for a short blissful moment. In that brief instant, Fitz almost managed to forget about everything that was happening.

But as they calmed down, the resulting silence weighed heavily upon all of them. How could they be laughing at a time like this?

"Fitz," Skye said abruptly, glancing down at the tablet in his hands. "What's that?"

It took Fitz a few seconds to see what Skye was pointing at, but as his eyes focused on the symbol blinking in the middle of the left screen, he breathed out sharply.

"That's not possible."


"You really expect me to believe that a hundred-pound British girl was able to get away from you?"

Ward closed his eyes, glad that Garrett couldn't see his face. "Sir, she'd obviously been planning her escape before I got there. She took us all by surprise."

"But you were supposed to make her think you were helping her escape, not actually let her escape. Come on. Have I taught you nothing?"

Ward sighed, rubbing his sore jaw. "I know, sir. I accept full responsibility. But if you ask me, I don't think she would've helped us anyways. And you said yourself we have all the drug's info on the team's hard drive."

"It's the principle, Grant. What if she talks?"

Ward hoped that he'd managed to convince Ellie of his need for secrecy. He knew that if she even mentioned his name to the team, his cover would be blown. "I don't think she will, sir." He sighed again. "But if you want, I can go after her. I think the colonel already has a few men in pursuit, so it probably won't be too hard to-"

"No, just…go pick up Flowers, okay?" Garrett said wearily. "You've already wasted too much time."

"What about the girl?"

"We'll let Talbot play around with her a little longer." Ward felt his shoulders tense up, and briefly cursed himself for his crumbled resolve. If only he had just managed to take Ellie to Garrett, instead of letting her get away. At least with Garrett, Ward would have been able to make sure she wasn't tortured anymore, even if he would have had to endure the inevitable hatred in her eyes.

He was saved from responding as Garrett spoke to someone else in the room. "Hey, Grant?" he asked, his voice coming clearly through the receiver again.

"What?"

"You managed to swipe a few of those tag rounds from Fitz, right?"

"Yeah, why?"

"They're not here."

"Oh, I have them," he replied, placing his hand in his pocket to make sure. "I guess I forgot to put them with the rest of the tech."

"Okay, well don't lose them. Those things can be pretty handy, you know what I mean?" Garrett chuckled. "Man, it's too bad that Brit didn't want to join the party. He would've been damn helpful."

Ward wasn't sure if he would've chosen the word helpful, but Garrett had already moved on. "You said you picked up three, right?"

"Two," Ward corrected him, hoping Garrett's memory didn't have room to recall such a minor detail.

"Huh," he muttered. "I could've sworn you said three." He cleared his throat. "Well, anyways, hurry up and get Flowers for me, will you? This is crunch time." Ward found himself nodding, even though he knew Garrett couldn't see him. "And Grant?"
"Yes, sir?"

"Try not to screw up again."


Ellie was starting to see spots. She'd been running for a good twenty minutes before she nearly collapsed by a tree at the side of the road, gasping for air. She was severely dehydrated, but even though she had managed to make it to the street, she hadn't seen any signs of civilization.

She allowed her heart rate to slow down a little, and tried not to notice that it seemed to jump with every other beat. She couldn't stay where she was. She had to keep moving. HYDRA had undoubtedly found Ward already, and Talbot had probably sent out a search party to find her. She hoped that he would simply write her off, but she knew that that would not be the case. The colonel was too bloody obsessed with that drug.

Ellie forced herself to put one foot in front of the other, making sure to hug the tree line. She stumbled a few times, but hadn't managed to fall yet. She glanced down at the tracker in her hands and carefully enclosed it in her palm. Her body was screaming for her to stop, to flip the switch right where she was, but Ellie knew that she wasn't far enough away yet.

After a while, the trees stopped, giving way to a rolling plain. Ellie looked around nervously for any sign of HYDRA pursuing her, but the landscape was eerily empty. She hadn't even seen one car drive along the narrow road, and for a bizarre moment, Ellie was reminded of her home in England. Her heart ached as she thought of her parents and wondered how they were. Were they worried sick about her and Jemma? Or were they even aware that anything had happened to S.H.I.E.L.D.? Ellie hoped for her mum's sake they were still ignorant of the situation.

Ellie held her hand over her forehead, trying to shield her eyes from the glaring sun. She realized that she probably should have gone the other way. She was just about to turn around when something near the side of the road caught her attention. As her vision focused, she realized that it was a barn. And from what she could tell by the overgrown grass surrounding the darkened structure, it was no longer in use.

Ellie powered through her weakness and trekked through the weeds, sighing with relief as she came into the shade of the barn. She staggered over to one of the haystacks and collapsed in the straw unceremoniously. She felt herself drifting, but she managed to pull out the tracker and press down on the small lever before passing out.

Her consciousness came and went in waves. She had no idea how long she lay there in the dirty old hay, but she had no desire to move. A distant part of her hoped that her tracker had managed to signal the team, but the bigger part of her knew that no one was coming. It had been a nice thought, the idea that she would be rescued, but she was most likely going to die in that barn. She was okay with that, though. It was a million times better than dying in a HYDRA facility.

She tried to sink deeper into the hay, wanting to forget her pain by succumbing to the unconsciousness, but her ears perked up at the sound of rustling grass outside the barn. She held her breath, hoping against her better judgment to hear the melodic inflections of her sister's voice, or the lovely Scottish lilt of Leo's, or even the crisp authority of Agent Coulson's. Ellie hadn't thought it was possible for her to be further disappointed when she was already running on empty, but she'd been wrong. She found herself trembling as the guttural sound of German voices drifted through the door.

Why couldn't she just die in peace? Hadn't HYDRA had enough of her yet?

She didn't have the strength to fight them off. She didn't even have the strength to stand up. If HYDRA wanted her, they'd have to pick her up and physically carry her back. Because she was never going to voluntarily move again.

"You're a fighter, Ellie."

Ellie's eyes flew open. Benny's voice had rung clear as bell in her head. Of course he wasn't really there, but she had heard him so plainly. She slowly turned her head. The HYDRA guards still hadn't entered the barn yet.

She tried to shake off Benny's words. A lot had happened since he'd passed away. Surely he would understand that she was physically incapable of fighting anymore. If he were there in that barn with her, she was positive that he would have looked at her with those sad eyes of his and held her hand as she died, telling her that it was okay to give up. Ellie closed her eyes again, imagining that he was there with her in another reality, one in which she hadn't been responsible for his death.

"Promise me…you'll fight, Ellie."

"I promise."

Damn. Well that was that, wasn't it?

Despite every muscle telling her not to, Ellie forced herself into a sitting position. The guards sounded like they were getting closer. The odds were that she wouldn't be able to successfully take down one of them, let alone a group. But she'd promised Benny that she'd fight. Benny had given her hope when she had none. She owed it to him to go down fighting.

She owed it to everyone, really. She owed it to Ward, who'd gotten her out at his own expense. She owed it to her sister, whom she loved more than anyone. She owed it to Leo, who'd cared about her enough to make her a device to keep her safe. She owed it to Agent May, who'd taught her how to take advantage of her small size. She owed it Professor Martell, who'd seen her potential and given her so many incredible opportunities. She owed it to all of them, but as she slowly stood up and gathered her remaining strength, she realized that she also owed it to herself.

She straightened to her full height and took a few deep breaths, trying to remember everything Agent May had taught her in their brief training session. By the time the three men appeared in the doorway, Ellie felt calmer than she had in weeks.

For their part, the guards looked surprised to see her standing there in the middle of the barn. One of them shouted something over to her about going with them and how they wouldn't hurt her if she cooperated, but Ellie ignored his words. If they wanted her, they were going to have to drag her kicking and screaming.

The guard in the center let his arms fall at his sides in exasperation before turning to his comrades. They appeared to have some kind of argument before the other two nudged him forward. He rolled his eyes, obviously annoyed that he had to be the one to rein Ellie in, but his lips curled up in a smirk as he sauntered towards her.

Ellie made sure to stand completely still. It would only work if she waited until he was close enough to strike. As he came nearer and she saw how much taller than her he was, she became increasingly aware of her lack of strength. She pushed aside her uncertainty and tried to center herself.

The guard seemed mildly disturbed by her silence. He waved a hand in front of her face, perhaps thinking that she was a statue, and turned around to say something to the other men. They laughed in response, and even though she hadn't understood the phrase, Ellie could tell that he'd said something derogatory. He turned back around to face her, reaching out a hand to grab her shoulder.

As soon as she felt him touch her, she grabbed onto his wrist and spun around, elbowing him in the chest. Before he could even cry out, she ducked into his arms and brought her knee up as hard as she could into his groin. He keeled over, and even though the world around her appeared to be spinning, she threw all of her strength into her fist as she hit him on the side of the head.

He collapsed on the ground in front of her, and when she looked up at the other two guards, she noticed that their mouths were hanging open in shock. They glanced at each other briefly before collectively taking a step towards her. Ellie stumbled backwards, trying to look for a way out, but everything was still spinning.

She couldn't do it. She'd tried. That was really all that she could have done anyways. Right?

When they were only a few meters ahead of her, she heard a strange whooshing sound. The next thing she knew, the two guards were lying motionless on the barn floor. She thought she could see a few people enter the barn, but her vision was failing. Her knees gave out and she crumpled to the ground.

The last thing she heard was someone calling her name.


"Ellie!" Skye shouted as she rushed towards her. She wasn't fast enough to catch her before she hit the floor, but thankfully her head had landed on a pile of hay. Fitz was immediately at her side.

"Oh, God, is she okay?" he murmured.

Skye placed two fingers at the side of her neck, waiting for a pulse. After a scarily long time, she felt something. It was faint and sporadic, but her heartbeat was there. "She's alive," she said, blinking back tears, and she saw Fitz's shoulders slump with relief. As Skye's eyes traveled over Ellie and she took in the girl's gaunt appearance, her tears spilled over. "Why is she so tiny? What the hell did they do to her?"

Fitz briefly glanced over at Skye, probably alarmed at the dangerous fierceness in her voice, but he turned back to Ellie and placed his hand on her head. "We need to get her to Simmons," he said quietly. "She'll know what to do."

"Move," a voice commanded. "Both of you."

Skye immediately got out of the way, allowing Coulson to kneel down in front of Ellie.

"Fitz, grab the Retrievers."

"But sir, we need to get Ellie-"

"I've got her," he replied, carefully sliding his arms underneath Ellie's body and easily lifting her off the ground. "We need to go."

Fitz looked like he was about to object, but there must have been something in Coulson's expression that made him stop. After a pause, he nodded before setting the Retriever case on the ground and quickly collecting the bots.

Skye found herself jogging to keep up with Coulson as they made their way back to the Minibus. Every so often she worriedly glanced over at Ellie's small face and prayed that she could hold on just a little while longer.

As soon as Simmons saw them coming up the ramp, she ran over to Coulson. Her eyes widened and she froze, staring at Ellie's motionless face. "Sir, is she-"

Coulson stopped her. "She's dehydrated, Simmons."

Simmons hesitated, her eyes still fixed on her sister's face, but she seemed to recover herself as she blinked and looked away. In that one blink, Skye saw her transform from Jemma to Dr. Simmons.

"All right, she's probably gone into hypovolemic shock. We need to get her into the bunk upstairs. I've already set one up for her." Coulson nodded and carried Ellie over to the stairs. Simmons turned around. "Fitz, I need an angiocatheter and one of the saline solution bags from the lab."

"Got it," he murmured before racing through the lab doors.

"Skye, could you get into the first aid kid and grab me the roll of tape and few of the alcohol wipes?"

Skye stepped closer to her. "Sure, but Simmons, are you-"

"Thank you," Simmons said abruptly, backing away from her and heading up the staircase.

Skye's heart ached at seeing Simmons acting so formally. She almost wished Simmons would have a breakdown if it meant she wouldn't be keeping her emotions bottled up inside. But Skye figured that Simmons needed to compartmentalize right now if they were going to be able to help Ellie. The breakdown would probably come later.

Skye sighed before following her up the steps.


Jemma couldn't look at Ellie's face.

She bustled about, setting up the IV and making sure Ellie had everything she needed. She effectively ignored everyone's concerned words, but at one point it had gotten so crowded in the small bunk that she'd ordered everyone to leave. For a while, she'd found plenty of things to do. She made sure to studiously monitor Ellie's heart rate and fluid administration, checking the bag nearly every minute. She worked on arranging the pillows and blankets around her so that Ellie appeared comfortable. And she began making a list of all the things she needed to do in order to ensure Ellie's full recovery.

Someone had placed a chair in the bunk, but Jemma didn't sit down. She couldn't sit down. If she sat down, she'd see Ellie's face in front of her, small and still, the same face that had haunted Jemma's nightmares for as long as she could remember. No, at least when she busied herself with helping Ellie, she didn't have to really look at her.

A light knock rapped on the open door behind her, and Jemma didn't need to turn around to know that it was Fitz.

"Jemma-" he began.

"Fitz, everything's fine. Her heart rate is back to normal and her fluids are being replenished as we speak. We just need to let her rest now."

"I know, Jemma," he said, lightly touching her elbow and trying to get her to face him. "We're on our way back to the Hub. You've been in here for a long time. Why don't you go get some rest?"

"Fitz, don't be ridiculous. I have to-"

"There's nothing more you can do for her until she wakes up."

"Regardless, someone still needs to stay and make sure-"

"I'll stay with her," he said, gently leading her out of the bunk and over to the neighboring one. "Please, Jemma. It's been a…hard day, and you need to rest. I'll wake you up if anything happens."

Jemma wanted to argue with him, but she felt her eyelids drooping. The bed did look awfully inviting, even if it was unfamiliar. "Promise?"

He met her eyes, and for a brief moment she saw how much Ellie's situation was affecting him too. She wanted to step forward and hug him, but before she could, he gave her a small nod and started heading back towards Ellie's bunk.

"Promise," he murmured, leaving her standing alone in the doorway.