When Coulson and his team landed on the Hellicarrier, the crew was surprised but no where near as surprised when Coulson brought Peter out in cuffs. Instead of taking him to the brig for high powered prisoners, Coulson walked him right to the bridge and right up to where Fury was standing. He turned to face them both and was a little surprised.

"This is unexpected," Fury said, "But not unwelcome."

"I try my best," Coulson modestly replied, "But we need to find a private place to talk. Peter has been spilling the beans and you'll want to hear what he has to say."

"Let's use the conference room," Fury said, gesture to his right.

As the three of them walked in, Fury closed the door behind him. As he did that Peter's spidey sense was giving him an odd feeling, one that he never noticed whenever he was around Fury before. Something was different, but he couldn't tell where the feeling was coming from, or from whom. He remained calm and just went with it as he knew that Coulson wanted to do all the talking.

"Sir, there's something we need to talk about." Coulson started as the director took a seat behind his desk. "Peter came forward to bring something to our attention, and if he's right it's a real doozy."

"Wait a second," Fury said, thinking about it. "Peter came forward?"

"He did," Coulson confirmed, "Peter needs our help, because if he's right then the Avengers might have been compromised."

"Is that so," Fury said, intrigued. "How does Peter know this?"

"It's his spidey sense," Coulson answered, "He has a natural instinct that can detect people who are friendly or a threat."

"So he has a natural ability to sniff out imposters," Fury said, "And he thinks we have one in the Avengers?"

"That's correct, Sir." Coulson confirmed.

While Coulson was taken by surprise, Peter's Spidey Sense went off so fast that he was able to dodge the shot that came his way. Fury had pulled his pistol out like a bandit from the old west, firing several shots at Peter trying to take him out. Peter responded by bouncing off the walls and avoiding each shot. Fury was so occupied trying to take out Peter that he had forgotten someone else was in the room. Coulson used his artificial arm and activated his electronic shield, blocking two shots before swinging the large shield like Captain America and knocking the gun out of Fury's hand. Before Peter could fire some webbing at the director, Fury opened a secret door in the floor and dropped right out of the room in a flash. The secret door closed before either Peter or Phil could get near it.

"Dammit," Coulson cursed, "I knew he had something like that in here!"

"What the hell was that about?" Peter asked, "Why was Fury trying to kill me?"

"Probably for the same reason Stark was," Phil replied, "He's an imposter."

"What the hell are we dealing with here?" Peter asked.

"I'm not sure," Phil said as he took Peter cuffs off, "But right now your head is the only way we have of finding her."

As Peter and Coulson left the room, Peter was still full of questions.

"What did you mean by her?" Peter asked.

"There's only one person I know of that can fool both Shield's security and Stark's bio-tech authentication protocols," Phil answered, "And that's a mutant called Raven. The rest of the world knows her by her code name, which is Mystic."

"If it's her," Peter said, thinking about it, "Then anyone on the ship…"

"I know," Phil said, turning back to face him. "We need to stick together and be careful. Trust your head, it seems to be good at finding her."

Peter and Phil were casually walking down the hall when Maria Hill came out and passed by them.

"What is he doing out of cuffs?" She asked.

"Director said its okay." Phil lied, "We're all friends again."

"Yeah," Peter said, smiling. "No hard feelings."

When Hill wasn't looking Peter shook his head to let Phil know she wasn't the shape shifter they were looking for. Before Phil could say good bye, Fury came back out into the hall way with another gun drawn firing at Peter again. Peter again leap up to the ceiling to avoid the shots, and Phil again opened his shield to protect both him and Hill from the stray shots that ricocheted off the Shield with ease. Fury ran off again, which caused Hill to look back at them both.

"Who the hell was that?" she asked them.

"An imposter." Peter answered.

"I'm well aware of that," Hill agreed. "The Director is not that sloppy. He gave away his position before firing a single shot and missed his target with piss poor aim. When was the last time you saw him miss anything, Phil?"

"Never," Phil answered without hesitation. "We need to find Mystic before this all gets out of hand."

"Mystic?" Hill repeated, "As in the mutant?"

"It's not her," Peter said, jumping back down to the floor. "Why would she remain in the same form? She would change to get the jump on us. This isn't like her to stay with one look when being followed."

"He's right," Hill concurred, "Something isn't adding up here."

"What about Stark?" Phil asked, "Is he still in the hospital?"

"He never left," Hill said, checking a camera on her watch, "And he's still in bed right this moment."

"Great," Phil said, on the verge of dropping a few curses. "That means we have at least two of whatever the hell we're dealing with."

"Whatever it is," Peter continued, "They can't shift like Mystic, at least not as fast as her. So we're still looking for Fury, at least for now."

"You two head that way," Hill ordered, "I'll recruit some people I can trust and go this way. Cover more ground and get to the bottom of this."

"Yes Ma'am," Coulson said, as he and Peter proceeded to run down the hall in pursuit of Fury. As he was running he tapped on his artificial arm which uplinked to his Bluetooth device.

"Mae," he started trying to sound hopeful, "We have a situation."

"What kind of situation?" Mae replied, sounding like she was going to blame him for everything going on.

"Peter's claims were right, Shield has been compromised." Phil informed her, "Director Fury is one of them. Do not let him on the flyer."

"Do you need any assistance?" she asked.

"No yet, but keep your eyes peeled." Phil told her, "I got Spider-man with me, remember?"

"Alright," Mae said, "I'll keep an eye out for Fury."

Coulson turned to face Peter, "We need to stop this Fury before he recruits other marks that are compromised. The last thing we need is chaos and infighting on board this hellicarrier."

"He'll want to escape," Peter said, "Maybe even warn the Stark imposter."

"I've got Mae watching the launch bay," Coulson reminded him.

"How else can someone get off this thing in cases of emergencies?" Peter asked.

"Escape pods," Coulson answered.

"This place has escape pods?" Peter asked, thinking it was just a fictional thing.

"Of course it does!" Coulson replied, "If this thing starts to fall, we don't want all hands going down with the ship. Chances are he'll use one to get out of here."

"Too late!" peter said as he pointed outside a window.

Coulson looked outside and cussed. "Damn, we need to follow him."

"On it!" Peter said as he ripped the window open and jumped off the Hellicarrier. He dove off the ship and started to chase the pod the just left, dead dropping to the ground. Peter had the pod in his sight and used his body in a closed position to make up time and catch up to it. When he was within thirty feet of the pod, Peter fired his web shooter to make the difference, and used his strength to leap closer and land on top of the pod. The imposter inside the pod started to fire his pistol at Peter, wildly shooting out the windows, trying to kill him. Peter responded by leaping off the pod and then web shooting it again and leaping back on. He also used a thicker web goo to close off the window and prevent the fake Fury from firing anymore shots at him. Upon using the thick webbing, something tried to shoot out but failed cause it was mucked up by his webbing: the parachute. Peter could tell by their trajectory that they were heading for central park, so rather than brace for the hard impact… Peter chose to look for a place to softly land. As they got closer to the ground, Peter started to shoot his webs at the trees, building a massive web for the pod to land in. This also prevented the pod from crashing into the ground and harming the people who were in that part of the park. Once the pod had landed safely into the web, Peter leapt to the ground and got people to clear away, when the hatch door blew off.

Peter turned to see the fake Fury trying to make his escape but used his web shooters to prevent that. The webs he fired pinned the fraudulent Fury to the tree and left him complete immobile. While the fake Fury was struggling to free himself, he began to change back to his original form. Peter stood there and watched as the creature before him shifted back to an ugly looking creature that green and scaled, which kind of reminded the kid of his science teacher Doc Connors when he was his alter ego, the lizard. Peter activated his watch and made a call. A few second later, Reed finally answered.

"Peter," Reed started, "I heard you were taken in by Shield, are you alright?"

"I'm well," Peter replied, "But I discovered that there was more than one imposter. Fury was one off them as well and I captured him."

"Fascinating," Reed commented, "Where is he now?"

"He's right here," Peter said, turning his watch to show the creature to Reed. "Do you have any idea what this is?"

Reed took a deep breath and sighed. "Unfortunately, I do. What you have captured Peter is called a Skrull."