Oh man. I don't know why I am having such a hard time writing. Possibly cause I am currently loaded up on credits to finish my latest degree, work has been nuts, and it's been so cold all I want to do is snuggle under a blanket and watch movies...anyways! here is the latest chapter. I make no promises on when the next one will be up, but I am trying my best.

As always, please review :)

"Everyone?" Peter repeated in shock. He vaguely registered the door opening and more of the team entering the room, but his focus was on Kate.

"What do you mean everyone?" Tony demanded.

"I mean exactly what it sounds like." Kate replied. "Every criminal, maniac, super villain that they have in here are now out of their cells, and very aware that we are here."

Peter's grip tightened on the table, fingers denting the metal. "How does that even happen?" He asked.

Kate paused, glancing at him. "How doesn't really matter as much right now as what we do now." She replied carefully. "We're currently trapped. We need help."

"We'll be there soon." Steve spoke. He looked over at Tony. "What do you have on the prisoners at the RAFT?"

Tony brought up the list of criminals and the crimes. "A lot, none of it reassuring." He replied. "If any of these people got out, it would be a disaster."

"Any government would consider launching a nuke into that prison before even considering the possibility of them all getting out." Rhodey said grimly.

"Well, it would be nice to come up with a plan to get them all back into their cells so that doesn't happen." Kate replied dryly.

"Stark, do we have a way in?" Steve asked.

Tony thought for a moment as he pulled up schematics. "Little Hawk, I assume you secured the possible escape routes so the criminals can't leave?" He asked glancing at Kate to see her nod in affirmation. "Yeah, I think we'd be able to send a small team in, but to get the amount of people we'd ideally need, we'd have to raise the prison but that opens the possibility that some escape."

Peter looked between Tony and Steve. There had to be a better option available than just those two.

…

Kate was sitting at the control station, casually leaning back in her chair with her feet propped on the control panel as she twirled her knife in her fingers. Clint dropped into the chair next to her with a sigh, looking tired but more annoyed as he rested his elbows on his knees.

"You good?" Kate asked raising an eyebrow.

Clint ran his hands over his face and through his hair for a moment before sitting up. "Yeah, I'm good." He looked at her critically for a moment. "You?"

She nodded. Glancing over her shoulder, she looked at the poor guards that had made it into the room with them, most were young and though they had a record of being good at their job, they looked overwhelmed. Not that she could really blame them. She looked back at Clint who was still watching her.

"Tell me about the guard." Clint said quietly.

"Not really a guard." She replied.

Clint rolled his eyes. "No shit." He snarked back. "I know you've found him already. Tell me about him."

Kate pulled her legs down to sit cross-legged on the chair, sitting up straighter. "His real name is Benjamin Poindexter, also goes by Dex." She spoke softly. "Military veteran and until a year ago, was an active FBI agent."

"Why isn't he any longer?" Clint asked.

Kate shrugged. "There is a record of unstable behavior. Seems he had some homicidal tendencies." She sighed and lowered her head for a second. "Do you remember Nat's contact in Hell's Kitchen?"

Clint nodded.

"He's been tracking this guy for a while." Kate said quietly. "I didn't recognize him in Rockefeller, I thought he had a shaved head, but I think he was wearing a skull cap."

"The concern?" Clint asked.

"He has ties to the Kingpin." She replied.

Clint closed his eyes and rubbed a hand over his face for a second. "Revenge for his boss?" He questioned, looking up.

"Or it's actually an order from the man himself." Kate replied. "When I met with Nat's friend, he said that we had been tracked for a while and he suspected the Kingpin, but Fisk wouldn't have had any contact with him while in prison. There must have been a contingency in place should something happen to Fisk."

"It's too high profile to bring in the Tracksuits." Clint mused. "Better to bring in an expert assassin rather than amateurs. But if the man has a record of instability, then it would explain the chaos at Rockefeller."

Kate nodded in agreement.

"You know you can't tell him, right?" Clint said looking up, the 'him' clearly meaning Peter.

Kate chewed on her lower lip. She didn't want to lie to Peter, he deserved to know, but she also remembered the look in his eyes at the cemetery and despite his reassurance, she worried about what would happen if he found the one behind May's murder. "I know." She replied quietly, feeling sick.

…

"What?" Peter looked at Tony in shock.

"You heard me kid." Tony replied. "I can't explain away why Spider Man was part of the team that went into a floating super max prison in international waters. You're supposed to be local to New York and that's it."

Peter felt his temper rise. "Mr. Stark, Kate is there, in danger. You can't expect me to simply wait here!" He exclaimed, louder than he intended to.

"That's exactly what I expect." Tony's voice changed to that serious, stern tone that he rarely used but people tended to listen to. "I know you want to protect her kid, but close quarters and swarms of very bad guys aren't beneficial to your fighting style. We'll take care of it."

"That wasn't the opinion what I went to Russia." Peter replied a little petulantly.

Tony knew what he was doing, but unfortunately for Peter, Tony was better at cutting off these arguments. "We were a little more desperate then." Tony replied. "Lucky for us we have super soldiers, the world's best spy/assassin, and Rhodey and I aren't benched this time."

Peter looked down, but Tony took note of the tightly clenched fist and set jaw on the teen.

"We're gonna bring her back kid." Tony said in a gentler tone. "But you have to stay here this time."

Peter took a deep breath and let it out slowly before he looked up, body a little more relaxed, more composed. He nodded his acceptance.

Tony clapped him on the back before he moved away to the Quinjet. They needed to get moving.

…

Kate's hands ghosted over the control panel in front of her as she scanned the cameras. A lot of the lower ones had been taken out by the prisoners, there were a lot of blind areas, but she used what she could to try to keep track of the activities outside of their little safe zone.

A handful of prisoners had already been killed by the others, all the guards that were not locked away had been killed, their bodies on display, and those that weren't lucky enough to meet a quick end were being tortured. Kate clenched her teeth as she forced herself to look away. This didn't feel right but there was little that they were able to do at this point.

A bit of motion caught her eye as she scanned some of the perimeter areas, away from the main areas, where thankfully most of the prisoners had contained themselves. She had just happened to lock the doors behind them.

"Clint." She called.

Clint looked up from where he had been speaking with a guard. Walking over, he rested one hand on the panel and one hand on the back of her chair as he leaned down. "What do you got?" He asked.

"Our fake guard." She replied as she motioned to a deserted hallway. She could see him sneaking through the shadows, looking for a way out. "He's smart, he's keeping away from the other prisoners." She looked up at her brother. "This might be a good opportunity to get some answers."

"In case you haven't noticed kid, we're surrounded." Clint replied giving her a look as if he was concerned for her mental health.

"We've gotten out of worse." Kate replied. "I can move through the vents, drop down on him, question him, and be back in twenty minutes."

"You are out of your mind if you think I'm letting you go out there on your own." Clint replied.

"These vents are designed so grown men can't move through them." Kate replied. "You can't go through them, but I can." He shook his head, writing it off. "Clint, if we leave it until the end, he won't be in our custody. We won't be able to question him." She reasoned. Clint paused. "We're never going to get a better shot at him then we will now."

Clint grit his teeth, swearing under his breath.

Kate touched his arm to get him to meet her gaze. "I can do this."

His eyes were like pieces of flint, sharp as they looked at her. "Alright. But you listen to everything I tell you, understand?" She nodded. "Here's how we do this…"