Flashback

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"No." Lily's shout echoed as panic rose up inside Kathleen Dare. Her orders has been to train the child to serve Hydra, and at the moment, she was royally failing.

"Lilian." She firmly repeated. "Return to your room." Her voice rose slightly as she masked an air of control.

"I don't want to." The girl fired back as she crossed her arms and shot back an equally cross look.

Kathy sighed as she began to contemplate the best course of action. Garrett had said the girl was not to be harmed under any circumstances, but then again, somehow his silver tongue could get anyone to do anything. Unfortunately for her, he wasn't here.

"You know what they will do to her." She guardedly began to appeal to Ward. He should know better than anyone what would happen to those who crossed Hydra. After all, his own disastrous mistake was part of the reason he was here undergoing programming, and his clone was back with his team, none of which were the wiser that the swap had ever been made.

"Given your history." She continued. "I don't think you would want to add anymore transgressions to your conscience."

"I know what you'll do to her if she stays." Ward shot back as he swiftly shifted his stance to better protect the girl. "You were always loyal to S.H.I.E.L.D." He continued. "What changed?"

"They made me an offer I couldn't refuse." She numbly replied as she surveyed the former agent and the child. He would do anything to protect her; she was his weakness. And yet, Lily had also proven that she would do anything to help him. She smiled icily at both of them as a plan formed in her mind.

"What do they have on you?" Ward's voice grew dangerously low as his brow furrowed.

"Everything." She admitted as she swiftly drew her gun and aimed it at his chest. "You can walk out of here." She quietly hissed. "But she must stay."

Ward hesitated for a split second before shaking his head. "No deal." He quietly replied. "I can't leave my best partner behind." He shot a quick wink at Lily who has now tightly hugging his back leg. "It'll be ok." He forced a reassuring smile at her.

"I really would have thought someone with all your training would have been much better at planning an escape from the most secure base on the continent." A cruel smirk spread across her face as she began to wave the gun back and forth. "Then again, she does seem to make you lose your better judgement."

"I'd say quite the opposite." Grant fired back as he began to slowly shift his stance to put more ground between them. "Considering I had been on your side before I met her."

"I hate to break it to you, but you're trapped here." Her voice rose. "There's nowhere for you to run. Even if you make it past me, you'll never make it past all the guards upstairs."

"Still sounds like an opportunity for me to take as many of you as I can." He shrugged. "I'd say one life in exchange for several of yours is a pretty fair trade."

"You're going to die?" Lily's high pitched voice instantly reminded both adults of her presence. "I don't want you to die." She began to frantically tighten her grip around Grant in a vain effort to protect him.

"Don't worry about me." He softly whispered as he attempted to calm her down.

"No." Lily screamed.

Dare smirked as she watched the scene unfold, but she couldn't explain the uneasiness that was growing inside her. There was as something about that look in the girl's eyes that made her nervous, and yet she couldn't put her finger on exactly what it was.

***

"You're not going to die." Lily shouted as she finally moved away from both agents. "I won't let you. You can't leave me here." Her voice grew quiet. "I don't want to be alone." Her voice quivered as the fear she had been holding deep inside become to erupt out of her. Through everything, she had always had Grant. While he pretended to be a Grinch, she had always known that deep down he was a much better person than he believed himself to be.

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