- "Imagine a thousand years of evolution taking place instantaneously. That's what happened to you after the mist. These treatments, we're helping your body adjust properly to the change. Transitioning you quickly and painlessly; I hope. We usually like to start the process right after the mist but..."
- ―Lincoln Campbell
As Robert Gonzales makes his move, Coulson must do whatever it takes to protect the future of S.H.I.E.L.D. Meanwhile Skye’s journey to control her powers takes a surprising turn when she meets the enigmatic Inhuman named Lincoln.
Skye awakens two days after the events at the Retreat in the Inhuman settlement called Afterlife, where Lincoln Campbell uses his medical knowledge to give Skye an acupuncture treatment to stabilize her body's chemistry after Terrigenesis. Though Skye asks Gordon to let her friends know that she was alright, he says that he needs permission from the elders to do something like that. Campbell offers to teach her how to control her powers, but Skye is reluctant in displaying them.
Meanwhile, Coulson and Hunter steal a car from Honest Eddie's Car Dealership. They drive to the Retreat and set up there, salvaging a security camera from the debris Skye's shockwave left. The tape shows Skye blowing away two agents, and a man appearing in a blue flash and teleporting her away. Coulson expresses his shock and disbelief over S.H.I.E.L.D. and Skye, before making a plan.
Coulson sets off an alarm that informs Robert Gonzales of his location and tells Lance Hunter that with the coming back-up, they are capturing a Quinjet. Though the plan did not go as smoothly as Hunter would have liked, the back-up, Michael Peterson, does arrive and they procure a vehicle.
Meanwhile, Melinda May is offered a position on Gonzales' board of leaders in his faction of S.H.I.E.L.D.
In Afterlife, Skye learns that Raina is there also and confronts her, wanting revenge for the death of Antoine Triplett. Skye is stopped by Jiaying, the leader of the settlement. Jiaying does not reveal that she is Skye's mother, but does offer to be her mentor in training in how to use her powers.
Later, Jiaying sees Calvin Zabo and thanks him for keeping his promise to reunite her with their daughter, but she says that he is not permitted to see Skye.
Coulson reveals the next step to his plan to take back S.H.I.E.L.D.: recruit Grant Ward.
- Clark Gregg as Phil Coulson
- Ming-Na Wen as Melinda May
- Brett Dalton as Grant Ward (credit only)
- Chloe Bennet as Skye
- Iain De Caestecker as Leo Fitz
- Elizabeth Henstridge as Jemma Simmons
- Nick Blood as Lance Hunter
- Adrianne Palicki as Bobbi Morse
- Kyle MacLachlan as Calvin Zabo
- Henry Simmons as Alphonso Mackenzie
- Dichen Lachman as Jiaying
- Jamie Harris as Gordon
- Luke Mitchell as Lincoln Campbell
- Ruth Negga as Raina
- Stoney Westmoreland as Honest Eddie
- Edward James Olmos as Robert Gonzales
- J. August Richards as Michael Peterson/Deathlok
- Craig Johnson as S.H.I.E.L.D. Leader
- John Forest as Robbie (uncredited)
- South Carolina
- S.H.I.E.L.D. Academy (mentioned)
- Cincinnati, Ohio (mentioned)
- China (mentioned)
- Bahrain (mentioned)
- Mexico (mentioned)
- Chicago, Illinois (mentioned)
- Kree City (mentioned)
- Triskelion (mentioned)
- S.H.I.E.L.D. Civil War
- World War II (mentioned)
- HYDRA Uprising (mentioned)
- Howling Commando Gear
- Inertial Confinement Laser Barrier
- S.H.I.E.L.D. Lanyard
- Backscatter X-Ray Eye Implant
- Forearm Rocket Launcher
- Cybertek Prosthetic Leg
- Electronic Battering Ram
- Terrigen Mist (mentioned)
- Vibranium (mentioned)
- Diviner (mentioned)
- GH.325 (mentioned)
- Phil Coulson's faction
- Robert Gonzales' faction
- Strategic Scientific Reserve (logo)
- HYDRA (mentioned)
- Howling Commandos (mentioned)
- Tomas Calderon
- Anne Weaver
- Nick Fury
- Antoine Triplett
- Grant Ward
- The Love Boat
- Chicago-style pizza
- Butch Cassidy and the Sundance Kid
- Rubik's Cube
- Hunter compares himself and Coulson to Butch Cassidy and the Sundance Kid. In the 1969 film Butch Cassidy and the Sundance Kid, the Sundance Kid was portrayed by Robert Redford, who portrayed Alexander Pierce in Captain America: The Winter Soldier.