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Coulson and his team are still reeling from a shocking revelation that leaves the team fractured as they must decide what to do with one of their own. Meanwhile, Bobbi and Mack reveal their true allegiance to Hunter, while elsewhere, Ward and Agent 33 embark on a personal mission.
On Andrew Garner's recommendation, Phil Coulson pulls Skye from active duty, and leaves her at a S.H.I.E.L.D. Safe House with gloves designed to help suppress her abilities, asking her to take some time to learn to control her powers.
Grant Ward and Agent 33 hunt down the man who created the Photostatic Veil. He fixes her mask so she can revert to her original appearance, albeit still scarred, and change her appearance to anyone she wishes. Using the technology, they infiltrate Glenn Talbot's base and free Sunil Bakshi, whom S.H.I.E.L.D. had handed over as a sign of good faith. From Bakshi they learned about Agent 33's life before Daniel Whitehall brainwashed her, including her name, Kara, before brainwashing him themselves.
Alphonso Mackenzie introduces Lance Hunter to Robert Gonzales and the leadership of the "real S.H.I.E.L.D.", which Hunter learns was founded on the ideal of transparency, rather than Nick Fury's mantra of compartmentalization. They see Coulson and his erratic behavior as a threat needing to be neutralized, and try to convince Hunter to join them. However, Hunter escapes, and Bobbi Morse is sent to attack Coulson's S.H.I.E.L.D before Hunter reaches them.
- Clark Gregg as Phil Coulson
- Ming-Na Wen as Melinda May and Agent 33 (impersonation)
- Brett Dalton as Grant Ward
- Chloe Bennet as Skye and Agent 33 (impersonation)
- Iain De Caestecker as Leo Fitz
- Elizabeth Henstridge as Jemma Simmons
- Nick Blood as Lance Hunter
- Adrianne Palicki as Bobbi Morse
- Adrian Pasdar as Glenn Talbot
- Henry Simmons as Alphonso Mackenzie
- Maya Stojan as Agent 33
- Simon Kassianides as Sunil Bakshi
- Kirk Acevedo as Tomas Calderon
- Christine Adams as Anne Weaver
- Edward James Olmos as Robert Gonzales
- Parisa Fakhri as Lieutenant Decker
- Raquel Gardner as Carla Talbot and Agent 33 (impersonation)
- Anna Campbell as Major Meredith Tredwyck and Agent 33 (impersonation)
- Meredith Bishop as Captain Anderson
- Landall Goolsby as Selwyn
- Gigi Bermingham as Rhonda
- Shannon McClung as Staff Sergeant Brookton and Agent 33 (impersonation)
- Mark Allan Stewart as Agent Oliver
- Murielle Telio as Young Starlet and Agent 33 (impersonation)
- Kieren van den Blink as Female Lieutenant
- Raquel Pomplun as International Model and Agent 33 (impersonation)
- Scott Speiser as Senior Airman Campbell
- Unknown actress as Captain Scott
- Washington, D.C.
- Puerto Rico (mentioned)
- Bahrain (mentioned)
- Athens, Georgia (mentioned)
- Arizona (mentioned)
- Kree City (mentioned)
- War on HYDRA
- HYDRA Uprising (mentioned)
- Resurrection of Phil Coulson (mentioned)
- Dogs (mentioned)
- Phil Coulson's faction
- Robert Gonzales' faction
- United States Armed Forces
- Strategic Scientific Reserve (logo)
- Avengers (mentioned)
- Daniel Whitehall
- Captain America
- Bruce Banner / Hulk
- Andrew Garner
- Nick Fury
- Isabelle Hartley
- Antoine Triplett
- Calvin Zabo
- Robert Coulson
- John Garrett
- George Talbot
- Thomas Jefferson
- The Wizard of Oz
- Old Yeller
- The Eagles
- The title of this episode is an allusion to the romance novel Love in the Time of Cholera by Gabriel García Márquez.
- Lola makes her first appearance since "Nothing Personal".
- The sequence where Grant Ward and Agent 33 kidnap a man in a diner is an easter egg to the opening scene of Pulp Fiction, a movie previously referenced in Captain America: The Winter Soldier.