Maria Hill leaves a Senate hearing in Washington, D.C., while talking on the phone to Pepper Potts. She notices that someone has knocked out the multiple surveillance tails following her, before encountering Melinda May.
At Providence, Jemma Simmons goes to make pancakes for the team, before discovering Eric Koenig dead in the supply closet. At the same time, Leo Fitz notices one of the fake windows has the message "WARD IS HYDRA" inscribed over it.
After an examination of Koenig's body, Simmons confirms that he was killed by Ward. Fitz becomes extremely upset upon confirmation of Ward's betrayal. Coulson realizes that Ward has Skye and that they must save her. However, Coulson and the rest of the team are soon ambushed by Colonel Glenn Talbot.
It is revealed that Maria Hill had told Talbot about the secret base. After hearing Coulson out and realizing Ward was HYDRA, Talbot emerges, ready to take the base. Alongside Coulson, Hill battles Talbot's soldiers unarmed; defeating them with an impressive array of martial arts, and starts to work with Coulson to save Skye.
Meanwhile, Skye and Ward visit a diner in Los Angeles to unlock the hard drive with all the information gathered by Coulson's Team on their missions. Ward constantly stresses about the drive. Ward and Skye are ambushed by policemen at the diner. Ward battles the police officers and shoots them, while Skye attempts to run. She is stopped by Deathlok.
Skye refuses to decrypt the hard drive, forcing Deathlok to nearly kill Ward with one of his weapons to convince her. As Ward tries to fly the Bus, he is confronted by Hill, who stalls long enough for Coulson to sneak onboard through the landing gear. Coulson frees Skye and they escape midair from Deathlok in his car, Lola.
Deathlok then attempts to convince Ward to let them go now that the drive is decrypting on Garrett's orders, but Ward refuses.
The team retires to a hotel, where Skye reveals she left a trap in the hard drive.
Later, May returns and shows Coulson the contents of a flash drive she recovered from his "grave," specifically a message to Fury from the director of T.A.H.I.T.I.
The file is a video of Coulson himself informing Fury that T.A.H.I.T.I. must be shut down because of horrific side effects the drugs had on test subjects, which could only be mitigated by erasing the victim's memory of what happened.
Coulson responds with a dumbfounded "huh."
- Clark Gregg as Agent Phil Coulson
- Ming-Na Wen as Agent Melinda May
- Brett Dalton as Agent Grant Ward
- Chloe Bennet as Agent Skye
- Iain De Caestecker as Agent Leo Fitz
- Elizabeth Henstridge as Agent Jemma Simmons
- Cobie Smulders as Maria Hill
- J. August Richards as Michael Peterson/Deathlok
- B.J. Britt as Agent Antoine Triplett
- Adrian Pasdar as Glenn Talbot
- Jeris Lee Poindexter as Older Man
- Josh Breeding as Parking Attendant
- Seth Austin as Officer Cook (uncredited)
- Washington, D.C.
- Ontario, Canada
- Los Angeles, California
- Warsaw, Poland (mentioned)
- Italy (mentioned)
- Fridge (mentioned)
- S.H.I.E.L.D. Academy (mentioned)
- S.H.I.E.L.D. Lanyard
- Coulson's Team Hard Drive
- Centipede Device
- Backscatter X-Ray Eye Implant
- Cybertek Prosthetic Leg
- Forearm Rocket Launcher
- Heart Stopper
- United States Air Force
- Los Angeles Police Department
- CIA (mentioned)
- NSA (mentioned)
- NRO (mentioned)
- United States Congress (mentioned)
- Stark Industries (mentioned)
- Avengers (mentioned)
- Hitler Youth (mentioned)
- Project T.A.H.I.T.I.
- Pepper Potts
- Tony Stark
- Nick Fury
- Alexander Pierce
- Eric Koenig
- John Garrett
- Audrey Nathan
- Victoria Hand
- Red Skull
- Thomas Nash
- Ian Quinn
- Ace Peterson
- Mindy Peterson
- Natasha Romanoff
- When Deathlok punches through the windshield of the police car, the glass breaks as though it were standard 1/4" pane glass. Car windshields are made of laminated glass that would shatter into a spiderweb fracture pattern with no loose pieces falling out.