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Author's notes: My first draft of this "script" got lost, so i'm putting down a very rough Cole's notes version, while I rewrite it all... Parts that don't make sense, or feature large jumps in logic/narrative, and explanations on who half the characters are, are due to this... (a lot of narrative is missing, just so I could get major plot points down before forgetting them, especially near the start, and characters are name dropped seemingly unnecessarily, just so that I don't forget them later.)

Open with Coulson at university.

He is suddenly and mysteriously recruited by Fury, Blake, and Chen.

At the Academy, meet Garrett, Hand, Hartley (recruited by Gonzalez, Lumley, Avery, Waters, Derik).

Fury gives introduction, "I don’t want to hear you, I don’t want to see you". to the recruits. Carter watches from afar.

School progresses. Gang gets close.

Carter meets with close circle. Stark, Hank, Janet, Foster, Lawson, Keller, de Fontaine.

de Fontaine briefs about Tarasova, Leviathan, as a SHIELD spy.

Tells about Uvarov's return. Hank gets mad, can't believe it.

Peggy confirms with Valentina. Tells her to relay the information to Pierce and Carson for defense, and to begin putting out feelers for information from contacts.

Janet pulls Hank aside after, asks about his outburst.

Hank tells Janet about 14 years ago, in a flashback, he and Peggy confronted Tarasova, Uvarov at Perestroika Base. Peggy has met Tarasova before, and thinksshe can save her. But the place was a blood bath with Tarasova (Foxfire) experimenting on own soldiers. She had figured out how to disintegrate molecular bonds (like Hank shrinking distance between them), was trying to weaponize. Tarasova gave herself powers - project energy, bioluminescence, disintegrating small objects. Uvarov (Orion) watched.

Peggy and Hank attack. Foxfire can disintegrate bullets, Hank's ants, and even Hank, if small. Hank and Peggy fighting Orion, but Foxfire too much to ignore, Peggy takes her on, leaving Hank with Orion. Peggy getting burnt up, almost blinded. Hank gets pinned against railing above industrial set. Risks it to go small, almost gets hit by Foxfire, but goes through Orion's legs, grows, and punches Orion. Orion falls over railing.

Hank watches Orion's limbs get torn and skull crushed before bright flash of light knocks him out.

Wakes up, Peggy on the floor bleeding, no Foxfire or Orion's body.

Hanks explains they tore down the place, trashed all the weapons, machines, research. Tarasova has never been able to reaccumulate the tech without Uvarov's resources, but that Peggy still sees it as a loss because they lost Tarasova. Ponders how Peggy stayed calm in the briefing.

Cut to Club 2099. Coulson, Garrett, Hand, Hartley, Blake. Celebrating going on first missions.

Garrett claims they are fake missions, not real intel. Blake assures him otherwise that they are real, but boring – that’s why the rookies go, not even any exit strategies.

Hand and Hartley going to Paris, to meet Signor Bellini. Blake to World Security Council with Chet Fleming. Coulson to Sausalito to get intel from Louise Grant/Commisioner O’Hara.

Coulson meets May.

Two arrive at Black Swan Café. Give “fresh meat” password to their contact, Ramone. He gives them the run down. Points out the bar is filled with gang members, Dogs of Hell, Black Dragon Tong, Bunsen Burners, Skull-Crushers, a Soviet.

Coulson notices the Soviet is with Waters. May wants to have fun and listen in to the meeting, as it would be more adventurous than their retrieval operation.

Ramone advises them not to. Gives them the intel, and tells them not to cause trouble at the neutral territory bar. Leaves as Waters and Soviet go inside.

May drags Phil in.

Listen in at door. At first, harmless info. Then Soviet asks Waters if anyone knows about his loyalties. Waters namedrops “Foxfire” coming to America, and Hank’s trip to Berlin.

Then Coulson and May get caught by Black Dragon Tong. Scuffle ensues, turns into brawl across gangs. Waters escapes, and as they are fleeing, May falls into the bay.

Too many gang members around, and with the intel, Phil leaves. Resuces May five hours later. "You'll bet getting the bill from Dr. Worth for my therapy sessions..."

Back at Club 2099, sharing stories with the gang. May now with them. May plays off the mission as a romantic fling, and pulls Coulson aside, pretending to flirt. May encourages Coulson to look into Waters at the Academy Archives. They get their and split.

Garrett follows them, not buying the flirting bit, and sees Coulson pouring over info on Soviets. Becomes suspicious, questions Coulson, lets slip that he heard Waters speaking Russian.

Coulson tells Garrett everything, in time for May to return with her own intel on Waters. They agree they need to tell someone. Go see Fury.

Fury is pissed to wake him up so late; he has a morning date with Nia. They tell him what they heard in Sausalito and what Garrett heard. Fury loses it. May points out the info she found: $20M missing from Waters' ledger, and his dad being ex-Hydra. Fury brushes it off angrily, giving explanation - they already know about his dad, and all agents have a certain amount of slush to help them on their missions.

Coulson mentions Waters talking about Berlin and Foxfire. Fury’s attitude instantly changes and he questions Coulson. Fury drags the three to HQ.

At HQ, the three are in an interview room. Fury talks to Keller, and Keller meets with Carter, Hank, Janet, and de Fontaine.

de Fontaine confirms Foxfire is coming to the States. With Orion. Believes that Waters could in fact be a spy. Her sources say that Foxfire and Orion are at a secure but unmanned Stark warehouse, that held weapons as well as chemicals for Geffen-Meyer Chemicals, a Stark subsidiary, to help Orion fully heal.

Peggy says to make a move tonight. de Fontaine to show the way; her, Hank, and Janet going in. Keller to stay back. Don’t engage Waters, or let him know anything is up.

They all leave, Keller hangs back to fill in Fury, and leaves. Lastly, Fury leaves, but is stalked by Waters.

The three see Waters stalking Fury, and break out of their room.

At the warehouse, Janet senses two to four signatures but can’t be sure due to interference from Stark’s tech. Carter says she can handle it, tells de Fontaine to stay in the car, to keep her cover, and Hank and Janet to hang back until she gives the signal.

The three arrive to see a female figure enter the building. As she enters, Coulson spots a ragged Fury strapped to a chair inside.

Peggy enters the building and warns “he’s looking pretty rough” on comms

The three see another dark figure inside, and rush in to help Fury and the director. But they get inside, and it’s de Fontaine, not Carter. She pretends to be on their side, but when Waters appears, they warn her, and she admits to the truth. She was there when Orion came back, she woke him. She lured SHIELD here.

On Peggy’s side, Orion is revealed to be the one she was talking about. Cybernetic arms and red, horned helm. He’s there with Foxfire.

He claims he has one-hundred thousand deaths in him, but that he needed some fresh blood to help get back to his old self. Reveals Waters and de Fontaine were spies, and they helped lure SHIELD here, and caught him Fury to drain his blood.

He’s surprised Peggy came alone, just as Hank and Janet appear, unshrink, and attack the two, before shrinking again. Foxfire laughs and tries to disintegrate the, Hanks explains he spent five years after the last fight to make sure his suit could not be touched when engaged by his own Pym particles.

Fight ensues. Cut between the two scenes, Peggy, Hank, Janet vs Foxfire, Orion, and Garrett, Coulson, May vs de Fontaine and Waters.

At one point Orion pins Hank to the ground, and grabs at his regulator, crushing it. Janet intervenes, stopping Orion, but Orion grabs Janet by throat and begins crushing that. Hank pulls a knife and stabs Orion through the shoulder, dropping him.

As he’s bleeding out, a beeping from his cybernetic wrist goes off.

Deadman switch, sending launch codes to Soviet missiles. Hank can’t stop the signal.

Peggy tells the two of them to go get the missile, she’ll get Foxfire.

On the other side, Waters pulls a gun, but they manage to knock it out of his hands. It goes off into the floor in the process.

The gunshot is enough to startle Peggy and Foxfire to give them a break. Foxfire stops glowing.

Carter refers to Foxfire as Tarasova, Foxfire taunts her that she Carter doesn’t even know she really is. Carter replies that Tarasova must be a good spy then. Foxfire replies by using Carter’s full name, listing her birthplace, life accomplishments, and finishes off by listing Carter’s fights against “Hydra, Zodiac, Leviathan, my mother…” and pulls out the Sweet Dreams Lipstick, applying it.

Hank and Janet arrive at a missile silo just in time for it to take off, and they throw themselves on it.

Garrett is on Waters’ back, and Waters throws him off, across the room, crashing into a table, breaking Garrett’s arm. He then hits Coulson with a cross, Coulson comes back with a spear. May and de Fontaine, scream past him, and May catches de Fontaine with a lucky high kick, knocking her out cold. May, bloodied, shares a quick smile Coulson, before a voice interrupts them.

Waters is back up, holding a knife to Fury’s throat. Waters uses Fury’s line, “I don’t to hear you, I don’t want to see you” and tells them they should have kept their noses out of all of this, but is cut short by a bullet to his head. Behind him is Garrett with a broken arm and a smoking gun.

Fury stirs, and gently scolds the three telling them Waters was right, and then asks about de Fontaine. She came to and escaped in the excitement of it all.

Fury can’t stand on his own, so May and Coulson hold him up. Coulson asks about the Director, and Fury orders them to leave – Garrett is broken, May is beaten to a pulp, and Carter can handle herself. Coulson instead gets Garrett to take Fury, with his good arm, and takes the gun, and runs off, Fury yelling at him.

Peggy puts it together. Identifies Tarasova as “Olivia Underwood”, "Dottie’s girl". Explains she met Olivia before, before her powers, before she joined Leviathan.

Olivia interrupts, recanting how Peggy met her at a Stark Expo when she was 15. Called her smart, told her she had potential.

Peggy says she remembers that, but did not place Tarasova then, or since, but now she can, she remembers a time even before that.

Flashback to Peggy entering Dottie Underwood’s house. 4 year old Olivia hides behind her mom’s skirts. Dottie thinks she’s going to be arrested since she’s been evading SHIELD for years, and introduces Peggy to Olivia, explaining she’s changed, fixed her sterilization fromt he Red Room, and finally found peace. Peggy explains she’s not there to arrest her, but to ask for her help.

Olivia explains how that mission changed her mother. Afterwards she was obsessed with Peggy. Sometimes she was her archenemy, sometimes a friend, but since that day she couldn’t break the cycle to give her daughter attention. Dottie snapped, got sick, and died.

Peggy apologizes, and says she believed that Dottie had good in her, and that she could be saved.

Olivia mocks Carter, saying Carter picked at the cracks, but Dottie was broken well before that, by the Red Room. Carter questions why Olivia would have turned to Leviathan then, if she knew that about her mother.

Olivia explains that Leviathan found her, raised her. But that she didn’t actually care for them, Orion. She says it was a means to an end, a source of resources and power. At the word power, she begins glowing again, she finishes her explanation by saying, "besides, they were the only ones who hated you more than I did!" and attacks Peggy.

On the missile, Hank and Janet to disarm it, mid-flight. They try cutting through the plating, but it is too thick, leaving them with the only other option of shrinking between the molecules. Hank tries, but his regulator is too damaged, so Janet makes the sacrifice herself. She turns off her regulator and goes inside the missile.

Back at the warehouse, Foxfire grabs Peggy, just as she did 14 years ago, taunting Peggy’s age, and begins to burn and blind Peggy again.

Just as it’s almost too late, Coulson comes in, to see Foxfire holding Peggy, her eyes bleeding. He raises the gun to Foxfire, and shoots. She disintegrates the bullet, and hits Coulson with a blast of energy, temporarily blinding him.

She drops Peggy, and moves to the blinded Coulson. She stops her glow, and kisses him. He wipes is lips with his hand, and some of the Sweet Dreams lipstick comes off, before he is knocked.

Foxfire stands over him, about to blast him with her energy, when two shots are fired. Peggy is standing there with her Walther PPK/S. Foxfire collapses with two holes in her back.

It’s over.

At HQ, Peggy briefs her team that de Fontaine is in the wind, but that Leviathan is quickly crumbling without its leadership. This time, Fury is at the meeting.

Fury leaves the meeting, and approaches the three students. He tells them what they did was dumb, and that he doesn’t really know them, he doesn’t want to know them, but thanks them for saving him. He then says they better hope none of them get him as their SO in a few years.

The three realize that his comment about a few years means they’re not expelled, and celebrate.

After credits, de Fontaine can be heard talking to an unknown caller. He tells her to ensure “that right things get done, no matter what”. And she replies that she has one-hundred thousand deaths in her.

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