Later in the Yukon, a SHIELD VTOL transport arrives with Agent Alexander Goodwin Pierce and the Countessa Valentina DeAllegra Fountaine to reenlist the retired and secluded Nick Fury, former public director of the agency, by presidential decree. Fury is reluctant at first but follows through regardless, pushed on by his need to avenge Quartermian's death and to put Von Strucker's deadly legacy to a final end. Aboard the SHIELD helicarrier, Fury is reunited with old friends; carrier commander Dugan and ordnances-quartermaster Gabe Jones and new aspects of SHIELD including the Life Model Decoys and the ESper Division headed by Kate Neville. At the situations room, the team go over the images encoded on Quartermain's retinal microcamera, recording threats by Andrea Von Strucker. Fury is updated on the attempts by Von Strucker's children, Andrea and Werner to reunite HYDRA using the Death's Head virus as a super bio-weapon.

Meanwhile Andrea has gathered together the various cell division leaders to convince them of her leadership by assassinating one of their own before them. With HYDRA backing her completely, the target for the release of the Death's Head is chosen....NYC.

In Berlin, Fury and team arrive to collect Armin Zola from a SHIELD safe house. They first must meet with Gail Runciter, an agent with INTERPOL who captured Zola and insists on being there when Neville reads his mind. HYDRA agents ambush them, but Fury loses them through a holographic wall. After a harrowing brain scan, Neville is nearly killed in the link with Zola and they learn someone has already been inside his head. Afterward, Runciter tries to seduce Fury and reveals herself as Andrea Von Strucker, calling herself Viper, and poisons him with a slow-working toxin.

Back at the helicarrier, Gabe confirms Fury only has hours to live and recommends he remain in the infirmary but Fury opts instead to follow a long shot; obtaining a sample of the Viper's blood to create an anti-serum. Val and Fury hash things out regarding their past, but a reconciliation is not made. An LMD of Jack Pincer, the sub-director of SHIELD infiltrates the helicarrier and transmits a holo image of Viper threatening to blow NYC unless they are paid a ransom. Shortly thereafter, the real Runciter is found, infected with the Death's Head virus. At a conference with the President, Fury suggests a two-prong plan with a strike team leading an insertion strike against HYDRA HQ while another team searches for the virus bomb in the city. While Val leads the sweep team, Fury defies orders by leading the strike team with Neville and Pierce.

In NYC, Val's sweep team finds a potential van carrying the bomb but instead finds a decoy. The strike team locate the HYDRA base, but not before two anti-aircraft missiles are fired at them. The destruction of the VTOL leads the helicarrier crew to believe Fury and his team are dead and Dugan decides to keep this news from Val as she follows up one more lead. Fury and team survived and mount an assault on the HYDRA base. The helicarrier confirm the garbage truck Val is following is indeed carrying the bomb but dare not attack for fear of releasing the virus; they decide to follow it until it leaves Manhattan island.

Viper has the strike team captured and reveals to Fury that she intends to detonate the bomb regardless if she gets the money or not. The team is locked into a freezer where thanks to its low temperature, Fury can now think better due to his fever.

Val follows Werner to an abandoned warehouse where she confirms the bomb is there. Val insists on waiting to attack until Fury makes contact with the helicarrier. Dugan waits as long as he can and then orders the attack which Val leads successfully, killing Werner in the firefight. Meanwhile at the HYDRA base, Fury uses his fake eye as an explosive and the team break out of their prison and despite his worsening condition leads a raid on the HYDRA command room.

Fury breaks into the command room and faces down Viper and Armin Zola. Zola is killed while firing Fury's pistol which is programmed to electrocute anyone who uses it aside from Fury. Viper engages Fury in combat and kills him, only to find Fury alive behind her; content with his LMD decoy. Pierce and Neville secure the room and they make contact with the helicarrier.

Neville scans Viper's mind for the sequence to stop the detonation of the bomb while HYDRA agents try to break into the room from the outside. Neville endures the anger of Viper's mind and Neville offers up a sequence, unsure whether the last number is 6 or 9. Fury chooses 6 and the countdown stops. The helicarrier arrives just in time and Gabe comes down to extract blood from Viper for a serum. The countdown begins again and the SHIELD team scramble to stop it. The countdown is a hoax and the diversion allows for Viper to slip away an escape hatch with her father's frozen body.

Back on the helicarrier, Gabe administers the anti-serum successfully and Fury is healthy once again. Fury decides to stay with SHIELD and makes his peace with Val.

At an unnamed HYDRA base, Viper witnesses her father's resurrection and Baron Von Strucker vows revenge against Nick Fury....

"If you weren't such an idiot, I'd suspect you of treason"
              -Fury quips after Pierce bumbles an assault on a HYDRA guard.

"I danced on your poisoned father's grave, I'll dance on yours too sweetness"
               -Fury growls at Viper.

"I've got 8 million lives to worry about so I'm real low on Hallmark moments"
                                     -Fury's answer to Neville's soothing plea to take it easy

"I have walked through the fires of hell. I have looked into the eyes of the beast. I have returned. Let the world tremble."
                  -Baron Wolfgang Von Strucker's first (only) words upon returning.

"How's HYDRA's dental plan?"
                                        -Fury before punching a HYDRA goon.

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• Exclusive Interview with Gary Chalk on his role as 'Dum Dum' Dugan

• Exclusive Interview with Rachel Griffin, Make-Up FX Artist
• Exclusive Interview with Dave Axford, ModelShop Supervisor
• Interview with actor Ron Canada on his role as Gabe Jones
• Interview with Stan Lee and Neil Roberts on his role as Alexander Pierce