They looked around, getting under each other's feet. They couldn't find an exit. Amber bumped into Kain, who, due to lack of drinking water, food and sunlight, retaliated by pushing her into the wall. The wall moved as Amber hit it and a panel slid to the side revealing a level. Coulson pushed it and it opened a gap in the rock right in front of them. And the gap led to fading daylight. They made their way through the gap and realised they were on the edge of the carnival's parking lot.

Hearing Ward's raspy breath next to him, Coulson told them all to wait there while he and May went to get the cars. It took them a while to find the cars. Coulson had wondered if the carnival people had removed them.

Once Coulson and May pulled up in the cars the rest of the team and Hollie bundled in. Coulson and May tore out of there at breakneck speed and headed back to the 'bus. Ward was fiddling about with the dials in Coulson's car, trying to get a message through to the hub. He finally got through.

"Coulson? I've been trying to get through to you all day! Where the hell have you been?"

"It's a long story, Sir. How fast can we get backup to the 'bus? We're going to need some help."

"I already have Romanov and Barton headed in your direction. I got worried when you didn't answer."

"We'll need more, Sir. We went into the carnival last night under stealth and all it gave us was the information we needed to strike and it put Ward back into medical."

"I'm fine!" Ward protested down the line.

"I'm sorry Coulson, that's all I can spare"

Other than that it was a quiet ride back to the 'bus. When they pulled the cars onto the cargo ramp they all got out.

"Wow!" Hollie exclaimed, looking around the Lab.

"Yeah. We all kinda live here." Skye told her, climbing out of the car.

"Simmons, please escort Ward back to medical. Doctor Hollie, If you wouldn't mind?"

"Certainly, not after what you've just done for me."

"I'm fine!" Ward shouted as Simmons grabbed his arm and escorted him back to medical and the bed he felt like he had just vacated.

Simmons prodded him into the bed and started hooking the monitors up to him, while Hollie looked at the monitors.

"Heart rate is within normal parameters, breathing rate is a little shallow, oxygen saturation is a little low as is blood pressure, but that's just speculation as I don't know what's normal for guy's like you."

"No, you're right. They are a little low, even for the robot here." Simmons confirmed, earning a death glare from Ward.

Skye came in at that point.

"Simmons, AC wants you in the Lab. He says the Doc here should be able to handle Ward."

"And what if I can't?" Hollie asked, worried, as Simmons went back to the Lab

Skye smiled at Hollie, walked up to Ward and whispered into his ear.

She pulled back from the bed and headed back out of the door.

"He'll behave for you" Skye shouted back over her shoulder.


Back in the Lab they were trying to come up with a plan of attack for the Carnival while they waited for their Romanov and Hawkeye to arrive.

"Without going in using stealth again I don't see how we get into their lair." May said.

"We could go in the way you guys came out" Romanov said from behind them, making them all jump. It was clear where Tilly had learned it.

"We could but there are some pretty big obstacles to overcome"

"Like what?" Hawkeye asked.

"A three storey drop down a smooth wall." Coulson told him.

"A river with an alligator stepping stone" Fitz added.

"Python" May said, shuddering

"Sulphur room" Skye concluded, remembering Ward in the Med Suite.

"Those are a few problems. The three storey drop isn't a problem. We use a rope." Hawkeye said

"And scuba gear." Amber added.

Hawkeye looked at her really confused.

"The three storey drop is a water trap. We may trigger it again on the way back in." Coulson explained.

"Air rebreather. It'll get us through the water and room of Sulphur." Fitz said.

"Ok, torches should sort out the bats." Simmons added

"If I see that damn snake again I'll shoot it."

"The river?"

"Rope swing. Use the same rope to scale walls" Hawkeye suggested.

"That's good." Coulson agreed.

"Who've we got in on this? Romanov asked.

"Myself, May, Amber, Kain, Fitz-Simmons you and Hawk."

"Ward and Skye?" Romanov asked.

"The Sulphur room made Ward ill, Skye is the only one who can keep him in medical." Coulson told her.

"Is he ok?" Romanov asked concerned.

"He's fine" Ward said, entering the room, with Hollie behind him.

"I thought I told you to stay in medical?"

"Doc said I could leave if I kept breathing the oxygen." Ward retorted holding up an oxygen cannister.

Ignoring Ward they continued with the plan.

"We could take a universal key for those door locks." May said, rifling through their armoury.

"How do we get through that first door?" Amber asked.

"X Ray glasses" Skye and Fitz said together, remembering how well the glasses work.

"How will that help us get in?" Kain asked them.

"The glasses will let us see the mechanism, which we can then destroy, which will then open the door."

"So the plan is. We arrive at the exit tunnel, break in through the door, use a rope to climb down the water trap if we don't trigger it, rebreathers if we do. We keep the rebreathers on to pass through the room of Sulphur, blowing the door with the universal key, same on the other side. We then cross the river using one of Hawkeye's arrows, Fitz, Simmons and the interns will remain there and follow the paths we didn't use with the dwarves, taking any, erm..."

Coulson paused looking for the right word to use to mean dead bodies.

"...samples, while May, Nat, Hawkeye and myself will proceed down the corridor, up and into the bat chamber, where we use the torches to scare the bats. We then climb into the vent and follow it back to the room with no door handle. We use another universal key on the door to open it and then we will have to follow our noses."

"What about the 'gators?" Ward asked

"They seemed to like spider bites so we can let Natasha deal with them." Kain said.

Romanov looked at Ward and held her hand out to him.

"Hand them over. I told you not to misuse them, or let anyone know you had them."

He handed over the one remaining spider bite.

"Where's the other?"

"'Gaitor bait. I will tell you about it later" He admitted.

"So if we have a plan, I think it's time to execute it. Gear up!" Coulson told them.