"Agent Coulson?"

The faint glow had roused him before the voice. He sat up, flashlight and pistol aimed towards the woman in his room.

Then his jaw dropped and he aimed the light into her eyes. Her pupils dilated but she didn't blink.

". . . Librarian?"

"L is fine, Agent Coulson."

"You're dead!"

"Yes." She stepped forward, her face softening. "I'm quite relieved to see that you're not, given the current state of S.H.I.E.L.D."

"How . . . what are you doing here?" he asked, climbing out of bed.

"As for the how, Tony. As for the why, you." She sat down and put her elbows on her knees, leaning forward. "What on Earth is going on?"

". . . And so Fitz thinks he's got a device in his eye."

"Does he?"

Coulson looked down and sighed.

"I doubt it." He looked up at L. "No."

L regarded him for a moment.

"You're more concerned about Skye in this situation."

"Yes," he admitted.

"Why?"

"She loves him," he said finally.

"Does he love her?"

"Maybe. He didn't cross her off when he had the chance." Coulson stood and paced. "It's not so much the fact that he's Hydra so much as it is we don't know why. Was it a shortcoming in our team? Has he always been Hydra?"

"Perhaps I can find out."

"What do you mean?"

"If I am able to find him, you realize I can do him no harm, right?" She gestured to herself. "Being light and all."

Coulson blinked.

"Obviously."

"But I can . . . see his reasoning, his logic. And maybe learn their next move. If nothing else, you and your team will know why."

"Waiting for someone?"

"No, I . . . just the pizza guy."

Skye's eyes flicked to the pool deck gate.

"You literally just ordered the pizza." She leaned in. "What's going on?"

"Nothing. I'm waiting for someone, but it's . . . personal."

She nodded, unconvinced.

"Right." Skye turned and watched Fitzsimmons dip their feet in the pool, sharing a bag of Cheetos. "Well, whatever it is, I'm curious, so. . ."

Coulson smiled wryly.

"I'll let you know if you need to know."

"There really isn't much of a Level 7 anymore. Why the sudden secrecy? S.H.I.E.L.D. is . . . well, gone."

"Pizza for . . . Pablo Jimenez?"

Skye looked over Coulson's shoulder, then back at him.

"Hmm? Oh right . . . that's me."

He walked over, not even glancing at the curly-haired teenager as he pulled a twenty out of his wallet. The kid put his hand over Coulson's and shook his head. His eyes suddenly glowed green.

"Your room," L's voice said. "Now."

"How was Grant Ward ever approved by S.H.I.E.L.D.?" L demanded.

"I didn't vet him-"

"No, Garrett did, didn't he?"

"He was his CO."

L sighed.

"That poor boy."

"Boy? Ward's gotta be at least 30."

"He's 32. But that's not entirely true." She stepped closer, and Coulson noticed she was a good deal shorter than before she had died. "He never grew up, Coulson."

"What do you mean? He's one of the best agents we had."

"Yes, but his mind . . . Coulson, his mind . . . I've only seen something like that once before."

"Where?"

She looked at him, her eyes soft.

"A child. A mute child who had run away from the orphanage."

"How so?"

"When I look into people's minds, I tell them to tidy it first. Too put things they don't want me to see behind a door, or in a box, and to lock it. But I've seen minds without warning. Average minds are like houses. Exceptional ones are cities."

"Okay, but Ward's?"

"Ward's was a city made of steel. Laid out in the Roman fashion, in rings."

"Naturally."

"On the outer rim."

"What was inside?"

"Log cabins. Very few of them. It was like a wooded sanctuary, except . . . I don't think it was a sanctuary at all. It was so cold and empty."

"What does that mean?"

"It means something important happened in a place like that. Something that's shaped him that he can't possibly forget, but doesn't particularly want to remember. He hasn't walked in that forest for some time." She looked at Coulson. "There were echoes of Garrett there. I think he may have trained him in those woods."

"Sounds like Garrett's style."

"Do you know anything about Ward's brothers?"

"I know there was a painful family situation."

"That's putting it horrifyingly lightly, Coulson." She sat down heavily, as if tired. "He was abused. And an abuser. And yet he was neither." L looked up at him sharply. "Did you know about that?"

"He mentioned something about a well once."

"He was abused by his older brother. Did you know that?"

"Yes."

"Did you know he abused his younger brother?"

Coulson stared at her.

"He tried to save him from the well."

"Yes. Until his brother came and told him not to."

"Was this in the forest?"

"No. Oh no. This was the inner ring. It was . . . stale. There was dust, though something had unsettled it."

"The Staff," Coulson murmured.

"Not the Berserker Staff," she moaned. "Did Odin just let that fall to Earth, too?"

"No, no, that's . . . a long story. The Berserker brought it. And did try to hide it," he added quickly.

"No matter, I suppose it's all a moot point now. But did Ward use it?"

"Yes. He was shaken by whatever happened."

"It must've sent him back to the sandcastles."

"Sandcastles?"

"A child's mind is a wondrous thing, Agent Coulson. Everything touches, but at the same time, nothing does. They put concepts and thoughts together in sandcastles. Easily molded, easily torn down. The same goes for memories." A tear fell from her cheek onto the floor and shattered into mites of light, which then faded. "He remembers everything, Coulson. Everything. He's never been able to process what happened. He's never come to terms with any of it. He's never grown up." She sighed. "There is a child trapped in that mind that has been manipulated ever since he's remembered. First by his brother, and then by Garrett.

"Ward isn't Hydra, Coulson. He's with Garrett."

"What's the difference at this point?"

"The difference is that it's personal. He has to earn this. There's a motivation there, but it doesn't come from his mind. It comes from his soul. If he were Hydra, it'd all be in his head."

"So he can be turned?"

"I wouldn't hold your breath," she answered sadly. "He feels he owes something to Garrett."

"We'll cross off Garrett, then."

"I wouldn't. He would have nothing, and that's far more dangerous."

There was a heavy silence.

"Could you have changed his memories?" he asked finally. "Turned him back on your own?"

"Memories are something I try not to touch."

"But you could?" he pressed.

"Yes." She looked away. "Yes, I could have destroyed his mind then and there. He would have woken empty."

"Why didn't you?"

L's eyes flashed.

"Did you want me to?"

"No." Coulson sat back down across from her. "If there's even a chance he can be turned, I want to take that chance. But you don't know Ward. You only know that he betrayed us. So why didn't you destroy him?"

"I could have sneezed and destroyed that child," she whispered. "I practically tiptoed out."

"Because he was a child to you?"

She snorted.

"Coulson, you're humans. You're all children compared to me." He raised an eyebrow.

"We'll revisit that when we have the leisure to. But is that why?"

"No. God knows my Array destroyed children." She leaned back and stared out the window at the pool deck. "No, I spared him for Skye."

"Why?"

"She was there. Everywhere. He wanted her everywhere."

"You think Skye could turn him?"

"I don't know. It seems that if anyone could, she could. But there's a problem."

"As if we don't have enough. What's this one?"

"The steel city outside. It was impenetrable. There were zero weaknesses."

"Ward never was touchy-feely."

"The forest felt . . . guarded. He had weeded out every weakness there was." She stopped. "No, maybe not every weakness. There was a dog. I never saw it follow me, but every time I looked down, there he was, just staring up at me. I think he may have been hiding the dog."

"Was there anything in the sandcastles?"

"There was a woman right in the center. She was building a sandcastle, then she'd knock it down. She'd build it again only to knock it over. She kept doing that, over and over."

"Skye. . ." Coulson leaned forward. "What else?"

"Garrett would come up behind her just as she was finished a sandcastle. He'd point a gun at the back of her head, and then she'd knock over the castle. He'd leave after that."

Coulson sat back and sighed.

"We have to get him alone."

"Don't leave him alone with any of your agents, Coulson."

"Please. Call me Phil." He looked away. "I'm not really an agent of anything anymore."

L smiled softly.

"Phil . . . don't leave him alone with anyone. Especially Skye." Coulson reached out for her hand, but her form had begun to fade. "He will remove any weakness."

"And how are we supposed to get him alone? What do we do?"

"You understand compassion and humanity in a way I ever will," she said sadly, her voice echoing softly in the small room. "I only saw his mind; his heart is surely more guarded." Phil felt a cool hand touch his cheek. "And I have no doubt of what I would find there."