Ian Quinn explains to the government that with S.H.I.E.L.D. being gone, and HYDRA rising, they should be the ones paying for their super soldiers he's making and offered to take them to the facility where they're being made.

At that facility, they have one person controlling one Centipede soldier and all of them have eyes on the team.

-

With the team, Trip activates a device he had to give them a bit of light and they can now clearly see half a dozen soldiers.

"So, who do we talk to about getting a haircut?" Coulson asks as a joke.

"You barely have hair, Coulson." Ava reminds him.

"She's got a point, Phil." May says, agreeing with Ava when Trip starts shooting and they all go into battle mode.

While they're fighting, Skye gets into the computer system and gets the horse up and running.

"Time to go." Ava warns them when she pulls out a grenade and they run as the bomb goes off and they get out.

-

As for on the Bus, Ward was given the last of GH-325 to Garret, saving his life, and he seems to be having a few side effects to the drug when he starts to plan to even go above HYDRA and begin an uprising with his Centipede soldiers.

-

Skye was able to give them exactly what they wanted and now they can see whatever they want.

Coulson was able to track the Bus to New Mexico but they're not answering the calls. They start to fear the worse but know they need to get to the plane and stop Garret now they have the upper hand.

"Ava, make sure you have those briefcases by the time we get to New York." Coulson tells her.

"Why are we going to New York?" Trip asks.

"We're going to assemble the only people who can take Peter down. The Avengers." Ava tells them as she goes to take a look at the code Peter put on the briefcases.

"We're just gonna walk up to the Avengers tower like that?" Skye asks.

"Not the Avengers. The Next Avengers." Coulson tells her.

"What is the one mission Agent S failed?"

That is the question imprinted into the suitcases. But as far as Ava is concerned, he never failed a mission.

So what could it possibly be?

And now she's wondering if Peter trusted her enough for her to know it.

Did he not trust her with the one mission to unlock the cases?

Ava thinks back to all of their talks, all their interrogations And is trying to find out what that assignment could be...

And that's when it finally hits her. It's not a S.H.I.E.L.D. mission, it's a personal mission. She knows what that mission is.

She quickly types it in and hopes she's right.

"Gwen Stacy"

As she types it in, the case opens and when she opens it, she finds a piece of material and a note on top of it.

"If you've found this note, it means you're either me or you know enough about me. Not as Agent S, but as Peter Parker. This is for the next generation of heroes. I trust you."

The note reads and Ava looks to see the cases actually have name tags, the one she opened is for X-23.

What she sees is a dark outfit with no sleeves and the neckline makes an X shape and the belt buckle has an X surrounded by yellow and the entire outfit is made out of dark material, also two fingerless gloves that only cover up the palm of your hand.

Opening up the rest of the suitcases, she sees they're all different outfits for different heroes. That's when she suddenly realizes the White Tiger outfit Peter gave her came from the same place these did. These are for the people she's going to get. The Next Avengers.

-

Once they landed in New York, Ava went alone to explain to them what they're needed for and they're all on board to help Peter.

They told their parents (if they had any) they were going to be staying with a friend to help them out with a problem.

She found Laura and Kitty at one of the safe houses Peter put in place if anyone found out about them. They've been there ever since S.H.I.E.L.D. collapsed, and they were concerned when Peter never showed up to help them.

On their way, Ava showed them the outfits that Peter had made for them and they tried them on to see if they fit.

Admittedly, they're a bit...colorful.

Ms. Marvel's outfit was designed to be able to grow and shrink as much as she can and morph into shapes along with her. The design itself was a simple blue shirt with a yellow lightning bolt across it with a blue eye mask for her face and red shorts.

X-23 tried on her outfit and now Ava sees why it was designed the way it is. Laura isn't exactly someone you should mess with with her attitude...and those claws. She has two claws that come out of each of her knuckles and another in her feet! And that also explains why the gloves were designed that way. And apparently she has a metal skeleton made out of Adamantium...Wow.

Luke Cage, Power Man's suit is a bulletproof yellow shirt and dark military pants to match. And a special type of mask that's made of metal and covers his eyes all around his head. His powers being bulletproof skin, enhanced strength, he's gonna come in handy against super soldiers.

Squirrel Girl's suit is almost jungle like and is made out of strong material, while giving her place for her tail to come out. How does she keep her identity with that thing?

Kitty's outfit is a lot similar to X-23's, but it completely covers her body and gloves to match. It's designed to be able to help her walk trough solid objects even easier than she could originally.

Even Ava is finally dawning her White Tiger uniform, ready to bring back Agent S.

"We only get one shot at this, so let's go over the plan one more time to make sure we're clear on exactly what we're doing, Okay?" Coulson tells them. "Trip And I will crest the ridge, use a noise maker to grab a three wheel, maybe something with more fireworks, and open a window for you guys. Crawl in, find the dealer, let the Next Avengers take it from there. He'll get us our Ace in the hole, and the Bob's you uncle. While we're doing that, Power Man will be on guard for any Centipede soldiers and take them down. Ava, Squirrel Girl, and Kitty will search the facility for Agent S, and knock some sense into him."

"You make it sound easy." Trip states.

"Coulson, it's a solid plan you've mapped out, but it hinges on a gamble. A big one." May tells him.

"And back up isn't coming. It'll be just us in there." Coulson reminds them. "We'll be outmanned and outgunned. But Fury always said..a man can achieve anything when he realizes he's a part of something bigger."

"I thought Peter said that." Kitty asks him.

"No, it was Fury." Coulson tells her.

"I told you he was quoting someone." Kamala tells Luke.

"It just means a team of people who share that conviction can change the world." Coulson explains to them. "What do you say? You ready to change the world?" He asks them all.

"No. I'm ready to kick some ass." May tells him.

"Peter would do the same thing for us." Laura says and they all agree.

"Then let's save the world, Next Avengers." Ava tells them as she places the mask on and she's ready to fight.

-

In New Mexico Cybertek's manufacturing facility, Ian Quinn is showing the government their process.

"And finally, welcome to our cybernetics subsection, where we design, manufacture, and with this, install our most advanced system." Quinn tells them showing them a chair with some mechanical arms surrounding it used to place the components onto the super soldiers.

"Ladies and gentlemen, this prototype can replace the severed limb of a soldier in minutes with one ten times stronger, fully networked to the soldier's biometrics and optical targeting system."

"If you want me to open up Uncle Sam's checkbook, I'm gonna need specifics." The general tells him.

"Specifically, I'd like to build dozens of these machines, increase the scale of our surgery wing, crank out 100 soldiers a day." Quinn explains.

"To join our special ops units." General tells him.

"No, to replace them. Navy seals, secret service. We know the world's a dangerous place now. What we're offering you is...security." Quinn explains.

On the road to the facility, Coulson and Trip were able to hijack a vehicle of theirs and able to sneak their team inside the gates.

That team specifically being May, Skye, and the Next Avengers.

Inside, Quinn is trying to calm everyone down when Garret, Deathlok and Agent H enter the room.

"Who the hell is this?" General asks Quinn.

"This is our strategy consultant, John Garret." Quinn quickly lies.

"I want full disclosure right now, or our boys will come in and shut you down." General warns them. "Why do I hear alarms and gunfire?"

"You hear the dying breath of an old world, General, and a new world is coming." Garret tells him. "I've tasted it on my tongue."

"This is your strategy consultant?" General asks Quinn seeing Garret's head isn't screwed in right.

"He's...part time." Quinn lies.

"New strategy. You shut your mouth and give us everything we want." Garret says then kills the General with his strength to prove his power.

Agent H just watches as he starts to hear voices.

"Peter..." a ghostly voice calls out, but H feels like he should know who's talking to him. But who?

-

Coulson, Ava, Kitty and Trip keep driving when the Centipede soldiers start attacking and hope the team hurries up.

Inside, Luke punches through the walls so the rest can get in and they all follow in.

"Ladies and gentlemen, this is a bomb." Skye says as she holds up a bag she brought, but in reality, it's filled with Ace's Avengers toys who they're here to get. "And you've seen my friend Agent T here through the eyes of your super soldiers, so you know what she can do. But the one in dark, I would not even look at. She is scary." She states referring to X-23.

"So we have officially taken control of a enemy base in the matter of minutes." Doreen tells them as she walks in with their weapons her squirrels were able to snatch off of them when they weren't looking. "I feel a little proud of myself."

"You're not gonna be able to hijack our soldiers." The dealer tells them. "We've thought through every emergency scenario, including this one." He gells tehm when Laura grabs him by the head and places him against the wall and places her knuckles against her his head.

"Let us guess." Kamala asks of him. "You just switched the soldiers to default directive."

"And how did you know about that?" The dealer asks.

-

Outside, all of the Centipede soldiers stop attacking their truck as they get new orders to protect John Garret and they all leave Coulson and Trip.

"Now they're gonna lead us straight to Peter and Garret." Coulson tells the two enhanced. "Contact special forces, make some noise." He tells Trip. "And if we don't make it, I still want this place to burn."

"I prefer we all make it, sir." Trip admits to him and he agrees. "Now go save your kid." He says as they all run out ready to save him.

-

"The compounds been hit." Ward tells Garret. "Raina and Quinn took off. We need to take action now. What are my orders?"

"That's up to you, son." Garret replies.

"Wake up! Come back to reality, John. What do you need me to do?"

"You've already done it." Garret promises when his phone goes off.

"Hi, John. Just calling to catch up." The voice of Skye leaves the phone.

"Skye. You should different on the phone...huskier." Garret tells her.

"You curious why I'm calling from your soldier control room?"

"No, I'm not too concerned. You see, if anyone but the assigned handler gives a directive to one of my men, kaboom." Garret tells her.

"Oh, darn it. Coulson didn't think of that." Skye says sarcastically.

"Phil's around? Great." Garret says. "We actually have a lot to talk about."

While they're talking Agent H can hear something coming and walks off to see what's happening.

-

Back in the control room, they're gaining control. You know, in a sense.

"Looks like the back entrance to the factory floor is on the south side." Skye tells Coulson.

"Got it. The three of us are heading there now." Coulson tells them.

"I have to constantly keep my knuckles in check to make sure the claws don't just come out whenever they feel like it." Laura tells the dealer as he's still up against the wall.

"I will die before talking, but there's nothing to tell." The dealer tells her. "There's no way of controlling the soldiers unless there's an actual handler at the machine."

"I'm not interested in that." Skye tells him. "I'm more interested in why you're willing to die for HYDRA."

"Don't tell me you're a true believer." Kamala complains.

"HYDRA is the plucky family you never had?" Luke guesses.

"Or are you here because of the incentives program?" Skye asks him.

That program is put in place for hostages to get other people to work for them. Their little interrogation however gets interrupted by Ward approaching them.

"She's not gonna kill you." Ward says.

"You willing to make a bet? I'm pretty sure she will." Doreen states.

"This is the strangest group I've ever seen." Ward admits seeing a musclular kid in a yellow shirt, a girl with a huge bushy tail, and a girl with adamantium claws.

"I feel sorry for you." Luke tells him.

"Yeah, betraying the only people who gave you a chance to be a decent human being." Kamala agrees with him.

"Fitz was a hero because he still wanted to believe you were a good man after everything." Skye says.

"I've learnt things about you, Skye. History. Things you'll want to know." Ward informs them. "You and I aren't that different."

"You're not the evil we were referring to." Doreen explains. "Garret is the evil one."

"Yeah, you're just the weak one doing what you're told." Laura states.

"I hope Garret orders you to walk into traffic." Skye says.

"You won't kill us, you'll take us all out with it." Ward informs her.

"Technically, not." Skye informs him referring to Luke and Laura who would survive. "Besides, I have a weapon much better than a bomb that will absolutely destroy you. Because you took her nephew." She finishes when May comes in and starts beating him through the facility.

"I almost feel sorry for Ward." Luke admits. "Almost." He clarifies, knowing that he deserves all of it.

"Now let's talk about incentives." Skye says and Laura starts dragging the dealer away.

-

Kitty was walking through the facility, trying to find Peter when a wall smashes down and Peter sees her.

"Guys, I've found him!" Kitty says and starts running through the walls to find Ava while Peter starts smashing through the walls to catch up with her.

With Garret, he orders Deathlok to take a walk when Coulson walks up to him.

"Hi, John." Coulson greets him before punching him in the face.

"Hi, Phil." Garret greets as well before sending Coulson flying.

"Well, that's new." Coulson says and starts crawling to his gun when he looks up to see the one person he thought he'd never see again.

Nick Fury.

"Sir?" Coulson asks.

"You don't have to call me sir, Coulson." Fury says. "Look at me, I look like I live under a bridge." He states.

"What are you doing here?" Coulson asks him.

"Simmons turned me on to that old times tracker Fitz left on your Bus." Fury explains as they start shooting at the two of them. "I went through great pains to make sure you didn't die the first time."

"Well, nows not probably the best time..." Coulson says while standing back up. "But I'd like to have a lengthy conversation with you about that. It might get loud." He warns Fury.

"And I owe you that, but right now, we owe Garret a punch in the teeth after what he did to Peter and the Parker's, wouldn't you say?" Fury asks. As much as he likes to deny it, he has a soft spot for Peter. He was like a son to a lot of the team. And the Parker's were one of the few people he actually trusted.

That's when he pulls out the Destroyer gun Peter created years ago.

"This packs a pretty good punch." Fury says and Coulson takes it.

"I know what it does." He says and aims if at the HYDRA men and destroys them while Fury shoots at Garret but they don't phase him.

Suddenly they're interrupted when Kitty comes through the walls. "Fury?" She asks seeing him alive.

"Ms. Pryde, What are you doing here?" Fury asks when Peter comes through and Ava is fighting him off.

"Trying to get him free of his mind control." Kitty explains and goes to help Ava.

"Fury." Garret greets the dead man walking. "Well, when was the last time anyone saw a tag-team wrestling match with four dead guys?" He asks since the four of them have died once.

"I only see one dead guy in here." Coulson states.

"The power's all on this side of the room, fellas." Garret informs them. "And once H is done dealing with them, you'll be outmatched."

"His name is Peter Benjamin Parker." Coulson informs him.

"Phil, I'm surprised you'd try and stop me. Of course, I don't blame you, Nick. I stole your best Agent." Garret states to them. "And you haven't even seen the big picture, the Big Bang, the timeless frozen ocean, but Phil here has. We share a bond. We're blood brothers." He informs them.

"You didn't tell me he'd gone this crazy." Fury tells Coulson.

"He's really stepped it up a notch." Coulson admits.

With the team, H pulls out his blades and keeps Kitty back while he tries decapitating Ava.

"Peter, I know you're in there." Ava says as she uses her claws to dodge the attack. "You're stronger than this, Peter."

"Remember, we have to remind him of something powerful enough to break him free." Kitty reminds Ava.

"Okay, give me a hand." Ava asks and Kitty grabs her and drops her through Peter and she sends him flying with a roundhouse kick.

"Your name is Peter Benjamin Parker." Ava starts off and it seems to be doing something as H is shaking his head constantly. "We're your friends." She promises and retracts her claws.

"I'll be waiting." Kitty says and backs away for her to have her chance. Ava then pulls off her mask and asks to Peter.

"Peter, it's me, Ava." She tries to remind him when he gets up and charges at her and she also charges.

-

Across the facility, Skye finds Ace and the dealers wife and let's him go and the team releases the other prisoners.

Now they've got Ace, they can free Mike from their control.

There's still Agent H they have to deal with.

-

"You remember that speech you used to give us, Nick, about his one man can accomplish anything once he realizes he can be something bigger?" Garret asks Fury. "Well, now I am."

"A part. A part of something bigger." Fury corrects him.

"Is that how it went?" Garret asks.

"Not a great listener." Coulson comments.

"If you're telling me this while HYDRA path you took was because you misheard my damn one man speech..." Fury says, not believing this.

"I am the key to the future of the universe." Garret tells them. "I'm the origin of all things."

"You got it, right?" Fury asks Coulson, ignoring him.

"Totally. Loud and clear. And so did Peter, he passed it on to the others." Coulson states.

Garret then tells Deathlok to shoot them as the others hold down Peter.

Ava stops herself from skidding across the floor and looks to Peter and knows she can't keep fighting him.

"You know me." Ava tells him.

"No I don't!" H states and swings at her which she dodges.

"Peter...you've known me for the past year." Ava says, tears forming in her eyes. "Your name is Peter Benjamin Parker. Son of Richard and Mary Parker."

"Shut up!" H tells her and punches her in the face.

Ava takes a few steps back and keeps Kitty from intervening and feels he cut her lip.

"I'm not going to fight you." Ava tells him. "You're my family." She states and Peter lunges at her and pushes her to the ground.

"Peter!" Kitty yells, trying to stop him.

"You're my mission." H tells her while tearing his mask off and Ava sees his soulless eyes as he starts beating her face in. "You're...nothing...to...me!" He states and Ava believes he's lying to himself now.

Then he finally stops and H pulls out his blade ready for the final strike.

"Then finish it, Peter." Ava tells him. "Because I'll never abandon you. I made you a promise...I made my brother a promise." She finally says and watches, waiting for the final blow.

H was about to finish her off when he heard the same voice call out again.

"Peter...it's time to get back up." The voice says and is followed by clicking of shoes and H looks to see Gwen Stacy standing there. "Hey they're, Spidey. You've been through a lot, I know. But you need to fight back, Peter. This is your body, your power. Prove it to them that you're not a weapon. It's time to fight back." She says and vanishes as life finally returns to Peter's eyes and he looks down to Ava.

"Ava?" Peter finally asks and they see he's broken free of their control.

"Peter?" Ava and Kitty ask when he stands up and faces Garret and Deathlok.

"Well, that's an interesting turn of events." Garret admits, as he didn't see that coming.

"Fury was teaching us something you didn't want to hear, John, 'cause you only think for yourself." Coulson tells him. "That's difference between your side and our side and why we're always gonna win."

"What lesson, Phil?" Garret asks.

While they're talking, a message appears on Mike's sceeen.

"Dad, What are we? What are we? We're a team."

Knowing that Ace is okay, Mike turns and shoots Garret.

As he gets hit, Peter uses his web shooters and yanks himself to Garret and does a quick flip and kicks Garret across the room.

"That was for my parents." Peter informs Garret. He's been waiting to do that to the man who killed his parents for years. Now he has the chance at revenge.

"You can't do this. I order you two to stand down!" Garret tells them and sees a gun across the room but Peter quickly webs it. "You must obey me! You need me to translate the words of creation." He explains to them as they walk towards him.

"I've been waiting to say this for a while now." Peter says before stepping on his hand. "Your voice...it's very irritating." He confesses.

"Phil, stop them!" Garret begs to them.

"They're free to do whatever they want." Coulson states knowing Peter needs to get this out of his system when Mike crushes his head in.

"Think he learned his lesson?" Fury asks.

"He learned something." Coulson says.

-

Later, the group is back together as the government arrives to take them all away.

"Without regular injections, they're just men." Coulson says referring to the Centipede soldiers they injected Peter's blood into. "Once doctors remove their cybernetic eyes, they'll be essentially back to normal."

"Minus an eye, of course." Luke says when a soldier brings Ward up to them and they see the beating that May have him.

"You got a chance to express your feelings?" Coulson asks May.

"Is he still breathing?" May answers his question with a question.

"Guess she kept some of it to herself." Coulson sees.

"He's having trouble speaking. I think I fractured his larynx." May tells them.

"I would've clawed his throat out." Ava admits.

Coulson walks up to Ward ready to say a lot to him. "Your attempt to cross of Fitz-Simmons failed, Peter's now free from your mind control but isn't himself. So I'm going to invent new ways to ruin the rest of your life. And we'll do whatever's necessary to get HYDRA intel from you, but your torture...that's gonna be internal."

"You know, you devoted your entire life to that crazy psycho, who's dead. You've gotta think now, was it worth it?" Ava asks as he's taken away.

-

Mike promises that one day he'll come back to Ace, but only after making amends for his actions during HYDRA.

As for Garret, he's coming back to life and crawls himself into Quinn's machine to replace his limbs and it starts making him a stronger creature than human. Stronger than Agent H. Stronger than the Winter Soldier. The ultimate unstoppable machine.

"There's a reason why they say, cut off the head." Garret states when he gets interrupted by a blast coming from the device they found in Peru disintegrates him.

The device is being healed by Coulson happy to be rid of him.

"That was for the Parker's, and everyone else." Coulson mumbles. "Hey, guys! I found it. Told you it'd be in here." He calls out to everyone else. Like what just happened never occurred.

-

Now on the Bus, Coulson is finally telling Fury how stupid he was about Project Tahiti.

"I think you made your point." Fury tells him.

"Why bring me back in the first place?" Coulson asks. "You could have dropped Peter off with any of the other agents he looks up to. Clearly, I didn't think it was a good idea. I warned you about people loosing their minds."

"Agent May was on top of the situation. She says you're completely fine. Aren't you?" Fury asks. "And Parker has already lost too many family members. I wasn't gonna add another to his list. It was a break glass in case of emergency situation."

"Yes, but that emergency was supposed to be the fall of an Avenger." Coulson states.

"Exactly." Fury replies meaning Coulson is an Avenger in his own way. "I'm glad I did it, too. When you want to build something you need a strong foundation. You know how few people I trust, Coulson."

"You can count them on one hand."

"And I'm not afraid to cut off fingers. The principle S.H.I.E.L.D. was founded on upon was pure. Protection - one word. Sometimes, to protect one man against himself. Other times, to protect earth against an alien invasion from another universe. It's a broad job description." Fury admits. "But the belief that drives us all is the same, whether it's one man or all mankind."

"That they're worth saving."

"That truth lives inside you, Coulson. Before it was torn apart, S.H.I.E.L.D. was a lot of moving parts. Guys like you and Peter were the heart. Now you're the head." Fury says and pulls out a black box and hands it to Coulson.

"What is it?"

"A Toolbox to help you build it back up."

"You want me to start over, rebuild?"

"Take your time and do it right." Fury warns him and starts leaving. "There's no one else I trust with this, besides you and Parker. As for me, I'm trading my birds eye view for two solid feet on the ground. You won't be seeing me for a while, but I'll keep my eyes on you...I have eyes everywhere." He reminds them and leaves.

-

On his way out, he finds the cell is being guarded by the Next Avengers team who are next to be dropped of.

"What's going on here?" Fury asks them.

"Peter wants us staying guard...in case." Luke explains.

"Let me in." Fury tells them and they do as he says and they open the door where he sees Peter has handcuffed himself. "What are you doing in here, Parker?" He asks.

"This place is built to hold criminals like me." Peter reminds him, not daring to look at his uncle.

"You're not a criminal." Fury states.

"Tell that to the side of me that wants me to break your head off!" Peter states and looks to him. "I have a entirely separate personality that wants nothing more than to kill you. I can't control myself! I can't trust myself! For my safety, and everyone's I need to be stopped." He states and drops to the floor and cries.

-

"There's got to be something we can do." May states regarding his condition.

"He doesn't want to be let out unless there's a way to stop Agent H." Fury explains.

"There's got to be some way." Skye says.

"I might have a solution." Ava tells them and they face her. "I know a place. Where he can get help."

"Where is it?" May asks.

"I can't tell you. I need you to trust me. No tracker, no way of locating us. On the way, I'll drop the Next Avengers back off at their homes." Ava explains to them.

"Go." Coulson tells her. "Keep us updated if you can, just get him help." He explains.

"Thank you, sir." Ava says and leaves.

-

Peter, still not trusting himself, asked to be unconscious for the flight. They have him sedated for at least a days worth of flying.

She dropped off the team members and allowed them to keep their suits for an in case of emergencies.

"Dot worry, Peter. I'm bringing you somewhere safe, secure, where I can get you help." Ava promises and shuts down the tracker to bring Peter to her home.

"It's somewhere far from S.H.I.E.L.D. Far from HYDRA. Far from the outside world. It's somewhere safe from the outside world." She tells him as she gets into the pilot seat.

"It's paradise. Some people call it El Dorado, I like to call it as it is...Wakanda."

She then pilots the Quinjet to the hidden city, ready to return home.