After agreeing to join the secret organization Garrett says he works for, Ward is left in the wilderness alone, forced to survive for months until Garrett returned. Garrett eventually tells him about HYDRA's presence within S.H.I.E.L.D., and Ward agrees to join.
In the present, Coulson's Team connects Centipede Project, Garrett, and others to a common source: Cybertek. Phil Coulson and Melinda May infiltrate Cybertek to activate Skye's Trojan horse she had left on the hard drive, only to find file cabinets instead of mainframes.
However, they learn that Garrett had been the first subject for "Project Deathlok", which began in 1990. As such, Garrett's implants are currently failing, with a few months to live, desperate to complete the Centipede Serum to save himself.
Coulson's team finds the Barbershop Headquarters in Havana, Cuba, but Garrett's men have already left, except for several Centipede soldiers. Ward captures Leo Fitz and Jemma Simmons, who split from the others to find the Bus, but Fitz is able to use an EMP Joy Buzzer to short out Garrett's body.
The dying Garrett orders Ward to kill Fitz and Simmons, who are hiding from him in a locked medical pod. Ward struggles with following through on the orders, deciding to eject the pod into the ocean instead of putting bullets in their heads.
Raina injects Garrett with the synthesized GH.325 drug to work with his Centipede Serum. Initially, the drug seems to cause an Extremis reaction, before Garrett stabilizes and claims to "feel the universe".
In Washington, D.C., Ian Quinn proposes the sale of Centipede Soldiers and Deathlok Soldiers to the US government, using Mike Peterson's assassination of a Colombian drug lord as evidence of the program's success.
- 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
- Bill Paxton as John Garrett
- J. August Richards as Deathlok
- B.J. Britt as Agent Antoine Triplett
- David Conrad as Ian Quinn
- Ruth Negga as Raina
- Austin Lyon as Grant Ward (teenager)
- Glenn Morshower as General Jacobs
- Paul Elia as Diaz
- Joel Johnstone as Ott
- Jeffrey Muller as Agent Kaminsky
- Ramon Hilario as Ernesto
- Jay Montalvo as Reporter
- Mark Berry as Admiral Jolnes
- Aaron Landon as Pizza Delivery Guy
- CJ Brady as Hipster Agent (uncredited)
- Greg Duncan as Special Forces Soldier (uncredited)
- James Timphony as S.H.I.E.L.D. Agent (uncredited)
- Lex Lang as Agent Decker (voice, uncredited)
- Unknown actor as Alejandro Castillo
- Plymouth, Massachusetts
- Los Angeles, California
- Palo Alto, California
- Havana, Cuba
- Barbershop Headquarters
- Abel Santamaría Airport
- Washington, D.C.
- Bogotá, Colombia (mentioned)
- Brazil (mentioned)
- Cambodia (mentioned)
- Syria (mentioned)
- Rome, Italy (mentioned)
- Hunan, China (mentioned)
- Sarajevo, Bosnia and Herzegovina (mentioned)
- Miami, Florida (mentioned)
- S.H.I.E.L.D. Academy (mentioned)
- Centipede Device/Centipede Serum
- Backscatter X-Ray Eye Implant
- Cybertek Prosthetic Leg
- Forearm Rocket Launcher
- John Garrett's Biomechanics
- GH.325 (synthesized)
- Berserker Staff
- Medical Pod
- Howling Commando Gear
- Coulson's Team Hard Drive (mentioned)
- Night-Night Gun (mentioned)
- I.C.E.R. (mentioned)
- Dendrotoxin Grenade (mentioned)
- D.W.A.R.F.s (mentioned)
- United States Armed Forces
- Howling Commandos (mentioned)
- Mrs. Triplett
- Christian Ward
- Grant Ward's Mother
- Grant Ward's Father
- Kyle Zeller
- Ace Peterson
- Skye's Father
- Osama bin Laden
- When Coulson uncovers the Cybertek files on the Deathlok program, he notes how the program goes back to the 1990's, a nod to the original Deathlok comic which was launched at the same time.