Alone, Fury is pursued by armored men with stun blasters; he uses a gun that fires Tony Stark's "repulsor ray" to knock them out. We then discover it's SHIELD agents who are after him... In flashback, Fury is angered by "Intelligence" man Rickard, who feels Fury is too old for his job. Fury & Val grab some private time, but 2 days later when they return, both are taken into custody. Rickard now had "evidence", photos showing Fury associating with enemy agents, and he claims Val does not support Fury's story! Back in the "present", we find Rickard is really an agent of HYDRA out to discredit Fury and destroy SHIELD. 2 HYDRA goons in a stolen SHIELD aircraft try to take Fury out, but only succeed in getting themselves blown to atoms. "No SHIELD agent would pull a crazy stunt like that!", says Fury. Fury sneaks into Val's apartment, only to be cornered by Rickard. Fury clobbers him and escapes, but Val mysteriously doesn't explain her actions. On a rooftop, Fury's cornered by Gabe, who philosophically asks, "Whatever happned to that loveable sergeant I knew of old? Why did you throw down your pet howitzer and take up the wicked ways of espionage?" Fury replies, "Well, it seemed like a good idea at the time..." Fury clobbers his old friend, changes outfits with him, tricks Jimmy and steals his helicopter. He tracks down Rickard, confronts him, gets into a fight-- and winds up killing him in self-defense! At which point, Dugan finally shows up, arresting him for Rickard's murder!!