She was shivering. Her small hands pounded on the ice, trying to break through the thin barrier separating her from the even smaller hands on the other side. Someone was screaming for help.

And it was all her fault.

She looked around at the empty wasteland, knowing that there was no one else for at least a mile. The screams were her own. No one was coming.

And it was all her fault.

She tried to calm down long enough to search for a crack in the ice. She found one a few feet away, but it'd already been too long.

And it was all her fault.

She plunged her hand into the water.

Her senses came back slowly, as if her body were testing them out one at a time. She heard the sound of footsteps pacing a few meters away, the steady rhythm raising up dust mites on what sounded like a stone floor. She slowly opened her eyes, but the world around her was the same pitch black as before. The inside of her mouth tasted rotten, like she hadn't had anything to eat or drink in a while. She tried to remember where she was. It felt like she was lying on some sort of bed made out of canvas. A cot, maybe. Why would she be lying on a cot?

As her eyes started to adjust to the dimness around her, she slowly tried to sit up and realized that her hands and feet were both tied together.



She opened her mouth to cry out, but her voice caught in her throat from disuse. The footsteps stopped.

"You're awake. Oh, thank God."

Ellie looked up into the face of the man who had taken her captive. As he took a step forward, she shrunk back from him so severely that she fell off of the cot. She knew she wouldn't be able to get away, but she still made a desperate attempt to get to the corner. She was shivering, and every muscle in her body screamed for her to stop moving, but she had to get as far away as possible from him.

"Hey, hey, take it easy," the man said, holding up his hands in a gesture of conciliation. "I'm not gonna hurt you."

"Oh, really?" she said scornfully, and cursed herself for the weakness in her voice. She mustered up all the venom she could. "You think I'm supposed to trust you, when you bloody knocked me out?"

He groaned a little. "I'm really, really sorry about that, okay? I had to get you out of there before-"

"Oh, I'm sure you're sorry," she spat. "Tying me up down here doing God knows what to me while I've been unconscious."

His face seemed to a pale a little and he opened and closed his mouth, apparently at a loss for words. Ellie felt her burst of energy fade as she remembered the conversation she'd had with him before she'd blacked out. How Project Phoenix had just been a cover-up for HYDRA's influence at S.H.I.E.L.D. How he had been recruited under false pretenses, too. How someone had run in saying they'd been made. She thought the other man had said his name was Pollack.

Ellie didn't know his story. But the fact of the matter was that she was tied up in a dark, cold cell. And he wasn't.

"I…I would never-" he stammered.

"All right, all right, don't get your panties in a twist," she said, weakly rolling her eyes. "Do you have any water, by chance?" She hated having to ask him for anything, but her throat was so parched that she was fairly certain she would start hallucinating soon if she didn't get something into her system.

A look of realization dawned on his face. "Yes, yes, of course. Just hold on."

He quickly walked over to the cell door and held up his hand through the bars as he locked it behind him. "I'll be right back. Just…stay right there."

As he took off down a dark hallway, Ellie half-heartedly shouted, "I don't exactly think that will be a problem."

Out of the corner of her eye, she noticed a flash of light, and nearly jumped when she turned her head. There was another person standing outside of her cell. He held himself upright, hands folded in front of him, and she thought she could see the handle of a gun peeking out of his waist. He paid no attention to her, eyes fixed steadfastly in front of him. There was something about him that disturbed Ellie, and it wasn't just the fact that he was obviously guarding her cell, making sure she didn't escape. It was something in his eyes. She couldn't tell in the dim light, but they seemed empty, not at all like the kind eyes she saw in her other captor.

Ellie scolded herself. No matter how nice he seemed, Pollack had still knocked her out and he was still instrumental in her capture. She didn't, and couldn't, trust him. But from what she could tell, he had never kidnapped someone before. In all honesty, he actually seemed pretty clueless. She realized that he was probably just as much of HYDRA's pawn as she was.

No, she didn't have to trust him. But maybe she could use his naïveté to her advantage.

She tried to move to a sitting position, and rested her back on the cold stone wall behind her. She moved around a little until she was certain that she felt the cool metal object resting on her sternum. Good. So HYDRA hadn't found it. She let out a small sigh, surprised at the relief she felt. No matter what had happened to her while she'd been unconscious, her clothes had definitely remained on.

After a few moments, she heard the sound of hurried footsteps in the hallway. Pollack was returning with a glass of water in one hand and a small plate in the other.

"Hey, buddy, would, uh, would you mind…?" He was looking at the silent guard, nodding towards the door and gesturing that his hands were full.

There was a pause, and Ellie was starting to think that the guard was actually a statue and not a person at all, before he suddenly moved towards the door and unlocked it, holding it open for Pollack. Pollack gave him an awkward nod, and was about to walk through the door when the guard placed his hand on Pollack's arm.

"Hail HYDRA," the guard said in a monotonous voice. Ellie was grateful that she had nothing in her stomach, because she would have almost certainly vomited. For his part, Pollack looked everywhere but directly at the guard.

"Yeah, uh, ha-hail HYDRA," he said, nodding and looking like he very much wanted the guard to stop touching him. The guard's hand remained where it was for an uncomfortable amount of time before he gave a curt nod and stepped back out into the hallway.

The look on Pollack's face when he turned towards Ellie, eyes widened and mouth slightly open in shock, was so amusing that it almost made Ellie laugh out loud.


Pollack shook his head and seemed to remember why he had food and water in his hands. He quickly walked over to Ellie and knelt down in front of her. By the time he held the glass of water up to her lips, she felt like she was going to cry from anticipation. How long had she been unconscious? Surely she shouldn't be so dehydrated. Halfway through the glass, she was drinking so greedily that a little of the water ended up spilling on the floor in front of her.

"Ah. Damn it. Sorry," he said, gently wiping some of the water off of her chin.

"You know, this would be a lot less troublesome for you if you, you know…" she held up her bound hands, giving him a rueful smile.

He smiled back at her, but nervously glanced behind him before lowering his voice. "I'm not really supposed to…"

"Oh, please," she said, plastering a wide grin on her face and trying to appear as innocent as possible. "Like I could get past you. You're so big and strong, I'd hardly make it three steps."

The look he gave her in response was one she hadn't been expecting. It was as if he knew exactly what she was up to. But he must have thought there was some truth to her words, because he glanced behind him again before untying her hands.

As soon as he began to untie her feet, she raised her legs and kicked him in the jaw, sending him stumbling backwards. She reached one hand down the front of her jumper and brought the small metal object to her mouth. Pollack immediately recovered himself and hurled himself at her, catching her hand in his and pulling the object from her lips.

"What the hell do you think you're doing?" he hissed at her. "Are you trying to get yourself killed?"

She glared at him as he yanked the chain off of her neck and sat up. "And don't you ever try something like that again," he shouted, surreptitiously sneaking a glance behind him. The guard was in the same position as before. He turned back around to face her and gave her a look of barely concealed annoyance.

"Seriously," he murmured, leaning in closer to her. "What were you even trying to accomplish with this...?" He looked down at the object in his hands. "Is this a dog whistle?" he asked in bewilderment.

"Give it back," she ordered, trying to grab it from him. He held it up over his head.

"Not a chance," he whispered. "You think HYDRA would be okay with me letting you have this? No way. Even if it is…just a dog whistle." He smiled at her, a look of disbelief on his face. "I mean, a dog whistle?"

Ellie huffed out angrily, ignoring him as her eyes fell on the plate of food a few feet away. It wasn't much, really, just a chunk of bread. It hardly looked appetizing anyways, but the mere sight of it made Ellie's mouth water. She reached over and snatched it up, biting down on the hard crust. As soon as the first morsel of the stale bread registered on her taste buds, the hunger pains attacked at full force. Before she could stop herself, she was shoving the bread in her mouth, barely swallowing one piece before taking another bite.

Pollack placed his hands on her wrists, forcing her to stop. "Hey, take it easy. You need to slow down. If you eat too fast, you're gonna hurl."

She paused, and it took a lot more strength than she was comfortable admitting to not cry. "Blimey, how long have I been out?" she whispered.

"Three days," he replied as he released her wrists. She slowly nodded and began to take smaller bites. Her stomach was crying out in agony, but she knew that her digestive system was in a fragile state if she hadn't eaten in three days. Three days? How much had she missed?

"Where's Sitwell?" she asked, another icy fear taking hold of her as she remembered him shooting her with the dendrotoxin.

Pollack scoffed. "Sitwell. He's the one who got to you, too, huh? Figures. No, Sitwell isn't here. I don't know where he is. He's probably off somewhere in a nice comfortable office at S.H.I.E.L.D. far, far away from any real danger."

"And…where are we, exactly?" She didn't want to talk to him, but he seemed to be pretty willing to answer her questions. She leaned back against the wall, resting her head on the stone.

He shook his head. "One of HYDRA's old bunkers, I guess. Somewhere on the east coast?" He glanced down at his hands. "I'm sorry. That's all I can tell you. But to be honest," he lowered his voice. "I don't really know where we are either."

There were so many things that didn't make sense. "But…why would HYDRA kidnap me? Why not just kill me?"

Pollack met her eyes, catching her off-guard. He paused. "They need you to make something."

"Make what?"

"I don't know, Ellie." He looked at her pleadingly. "But you'd better give them what they want. Who knows what they'll do to you?"

Despite the gravity of the situation, she couldn't help but notice the most trivial of details. She smiled and closed her eyes, a wave of tiredness washing over her. "You know my name, but I don't know yours."

He seemed to weigh his options for a few moments before coming to a decision. "It's Benny."

"Benny," she repeated in a whisper. After a beat, her eyes flew open. "Wait. Benjamin Pollack. I know that name. Why do I know that name?"

An inexplicable look of embarrassment passed over his face. "Yeah, uh…I may or may not have been recruited by S.H.I.E.L.D. after committing a few…felonies with one of those alien weapons from the Battle of New York," he said sheepishly.

Her jaw dropped. "You mean you're the one who stole item 47? But…that was the only weapon found on the ground that wasn't dormant." Despite herself, the scientist in her couldn't help but ask, "How on earth were you able to reverse engineer the technology?"

Benny shook his head. "Honestly, I have no idea. But whatever mojo I have that made it work, Project Insight was very interested in using it to activate more of the weapons."

Ellie's stomach plummeted at the thought of HYDRA having access to activated Chitauri weapons, but there was something he had said that was confusing. "Project Insight?"

He waved a hand dismissively. "Phoenix. Insight. 'Out of the shadows, into the light.' It's all the same thing. It was all HYDRA's way of rising up out of S.H.I.E.L.D."

"But that doesn't make any sense. S.H.I.E.L.D. was founded to defeat organizations like HYDRA in the first place!"

Benny raised his eyebrows. "Then what better place to hide out in? I mean, think about it, Ellie. All those resources. All that intel. With the right people and the right leverage, they could bide their time until they were ready to strike again. I hate to admit it, but it's kind of ingenious."

Ellie didn't even want to think about those implications. It was too absurd. If what Benny was saying was true, then everything Ellie had been working for had been a lie. No. She refused to believe that S.H.I.E.L.D. could have been so heavily infiltrated by HYDRA. Yes, there may have been factions, but at its core, the organization existed to protect the world. Ellie just happened to have found herself on the wrong side of the civil war.

"And why are you here, Benny?" she asked quietly.

He looked down at his hands. "Same as you. Got invited to join a project, project turned out to be fuelled by evil, it was too late to get out, and before you know it…" He opened up his arms and gave her a little bow. "Here I am."

For some strange reason, Ellie thought he was trying to get her to smile. "No, I get that, but why are you here?" She lowered her voice. "What have they got on you?"

There was a long pause as he caught her gaze, and his eyes were filled with so much pain that she suddenly didn't want to know.

"They have my girl," he whispered.

There was a loud clang and Benny immediately stood up to greet the three men that entered the cell. Ellie tried to make herself smaller by shrinking further into the corner, but the man at the center of the group marched right up to her. He was dressed like a military man, a general, perhaps, or a colonel of some sort. He smiled down at her, but it resembled more of a grimace, and it did nothing to assuage the sense of foreboding Ellie felt settle in her bones.

"Ah, so she's finally awake. Excellent." A look of concern passed over his face and he glanced over his shoulder at Benny. "But what is she doing on the floor? Is that really the proper way to treat our guest? To be honest, Benjamin, I expected more from you."

Benny quickly walked over and helped Ellie stand up. Her legs wobbled a little at first, but after a few seconds she felt confident enough to stand on her own. She gave Benny a small nod in thanks, but he held on for just a moment longer, looking at her as if she would fall right back down to the ground if he moved away.

She turned to face the man in front of her. She wasn't entirely familiar with American military insignias, but from what she could tell, he was a high-ranking officer in the Air Force. The name plate on his right pocket read "Talbot," but that didn't really mean anything to her. As far as she was concerned, he was another person standing between where she was now and freedom. And there was also the troubling fact that he was associated somehow with HYDRA. She raised herself to her fullest height, and even though the top of her head couldn't have even reached his collarbone, she poured as much hatred in her voice as she could to make up for the discrepancy.

"And I suppose you treat all of your guests as if they're some kind of criminal, locked up in a dark cell with barely any food or water?" She scoffed. "Boy, I'd sure hate to come round your house for Christmas."

He gave her another grimace. Ellie had only known him for about a minute, but she could already tell that he wasn't accustomed to having to sweet-talk his way through things. "We're sorry for having brought you in the way we did, but we run a very delicate operation here. We needed to make sure that you were unable to divulge our location. But I assure you, if you'll help us, you will be treated with the utmost respect, not to mention receive much nicer accommodations."

Ellie glared at him. "And if I don't?"

His face remained unchanged, but she noticed a small twitch near his lips. He cleared his throat. "Why don't you at least hear what it is we're asking of you?"

Despite herself, Ellie shook her head in bewilderment. "I don't understand. What could I possibly offer you?"

Talbot began to pace in front of her, but his eyes remained fixed on her face. "We've looked through your file, Dr. Simmons. Your work has been very impressive. Unfortunately, as you know, most of the pharmaceuticals you've developed have been destroyed. But," he paused. "We're confident that you will be able to recreate them. One in particular, actually. I believe you call it the GH-325?"

She tried not to show any surprise in her expression. "I don't know what you're talking about," she said slowly.

The grimace disappeared. Good. Ellie hated this man and his false pretenses anyway. She would rather know what she was really facing than be lulled into an artificial sense of security.

"It appears Dr. Simmons has forgotten all about her work. What do you think? Does it look that way to you?" he asked one of the other men in the room.

The guard nodded in response, even though he avoided Talbot's eyes. "Yes, Colonel."

"Yes, it does," the colonel repeated quietly, and then he smiled at Ellie. It wasn't a grimace this time. It was an actual smile.

And it was the most terrifying thing Ellie had ever seen in her life.

"That's a shame. But maybe all you need is a little help remembering." He motioned to the two guards, who began walking towards her. She knew it would be futile to resist, but she squirmed in their grasps anyways.

"I'll never help you," she vowed as they marched her past Talbot into the hallway. She had no idea where they were taking her. When his voice responded from behind them, she felt a chill run up her spine.

"Well, I wouldn't be so sure about that. Everyone has their…limits."

The scene around her changed. She was now standing in a hallway, hands held behind her back. This time she kept her screams inside. But they still coursed through her as she heard Garrett's smug voice coming through the speakers.

"All right. Let 'em have it. But shoot that one in the kneecaps."

Part of her was furious with him for standing up to Garrett, but the bigger part of her had never been more proud. She pleaded with Agent Hand to explode the doors and interfere, but Hand didn't wanted to risk more men without knowing what was happening on the other side.

That's when the lights went out.

And that's when the shooting began.

She bit down on her lip to keep from crying out. They needed to get in there. She needed to get in there. She couldn't even process what was happening. HYDRA. Gunshots. Fitz. Without her. Everything was wrong. Everything was wrong. Everything was wrong.

"Jemma," a voice said softly. "Jemma, wake up. It's just a dream."

Jemma sat up abruptly, breathing heavily. She placed her hands on her neck and briefly closed her eyes, trying to calm down. Had it really all just been a dream? She turned her head to see Fitz looking at her with concern, and it took her about five seconds to figure out where they were.

They were sitting on one of the Bus sofas. She looked around the common area, which was covered in little shards of glass. A few feet ahead of them was the broken pane that had been shattered when they'd been attacked at the Hub. As Jemma took in the destroyed S.H.I.E.L.D. symbol, her heart fell. She was awake, but the nightmare had been real.

She felt Fitz's eyes boring into the side of her face.

"Hey," he said quietly. "You okay?"

"Yes, Fitz, I'm fine," she said a little too tightly. She suddenly realized where she was. "Did I fall asleep here?"

Fitz avoided her eyes, his ears turning pink. "Yeah, uh, I think, uh, I think we both did, actually."

Jemma remembered helping Fitz assess part of the Bus's damage the night before. After a few hours, they had gone up to the common area and told the cleaning crew to come back in the morning. She had looked around in despair at all the broken glass, and Fitz had wordlessly held her hand as she'd let out a few tears. Everything she had worked for, everything she had given her life to for so long, was gone, shattered like the broken symbol in front of them. Fitz had cleared off the glass from one of the sofas and as she curled up into his side, she tried not to think about how she had almost lost him that day. Jemma knew that they would have to talk about everything eventually, but she was content to just sit with him in silence, surrounded by the broken remains of what had become their home since they'd joined Coulson's team.

Obviously, somewhere in that time, they had fallen asleep. Jemma didn't really care. It was hardly the first time she had passed out with Fitz. They spent so much time working in the lab that they often lost track of their sleep schedules, and they'd both had their fair share of crashing on the lab benches. Even back at the Academy, they had endured several all-nighter attempts together for some of the harder exams. No, falling asleep next to each other was nothing new to them.

But something was different this time. Fitz was scratching the back of his neck and still avoiding her gaze. Jemma was about to ask him why he was acting so weird when she noticed a small red mark on his right cheek.

"Fitz," she said, reaching out to lightly touch his cheek. "What happened? That's not from yesterday, is it?"

Fitz chuckled and shook his head. He had a smirk on his face.

"What?" she asked, hating when Fitz knew something she didn't.

He looked her in the eyes and pointed at his cheek. "This was all you, sister."

Jemma snorted. "I beg your pardon?"

Fitz dropped his look of mock accusation, glancing down at his hands. "Yeah, you were, uh, having some kind of nightmare, I guess." He laughed a little, but Jemma could tell he was just trying to make light of the situation. "Woke me up with all your thrashing about."

She felt her cheeks burning. "I…oh, bloody hell, Fitz, I'm sorry."

Fitz shook his head, waving his hand indifferently. "Don't worry about it. Besides," he sighed as he stood up. "Everyone already knows you can't keep your hands off me."

Jemma rolled her eyes, but she couldn't help but smile. Fitz might make lame jokes, but at least he was alive to make them. "Come on," he said, holding out a hand to help her off the sofa. "It's gonna be a long day. The crew's probably going to arrive any minute now, and I don't know about you, but I have never wanted breakfast more in my entire life."

Jemma had to admit that she was feeling quite peckish herself. But there was something she had to do first.

"You go ahead, Fitz. I've got to go talk to Coulson about something."

"What about?"

"Oh, it's…nothing important," she lied.

He raised his eyebrows at her, but she spun on her heel before he could interrogate her any further.

"Jemma," she heard him say softly. She stopped in her tracks, not wanting to turn around and see the mirror of her own worry. But it was Fitz.

"Yeah?" she said, forcing a smile and turning to see that he was still standing where she'd left him, in the middle of the sea of glass. She had the sudden urge to run up to him and throw her arms around his neck, just to make sure that he was still there. She remained where she was, but she felt comforted knowing that in the midst of the turmoil that they were enduring, she still had him. They still had each other.

"I'm sure she's fine," he assured her. "She got out to the Sandbox before the siege."

Jemma shook her head. "You know, Fitz, everyone's always telling me how bad of a liar I am." She turned around and headed for the exit. "But you're hardly much better."

A/N: It's not necessary in order to understand the story, but watching the Marvel one-shot "Item 47" (found in the extras for The Avengers DVD) might help give a little insight into Benny's character/story. (He's totally a real character - I didn't make him up!)