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- "I know it was a risk. If we went down today, we'd probably be down for good. But now we have a chance to survive. We have soldiers willing to sacrifice, but they need weapons. The enemy has the advantage. We need one of our own."
"You risked that for a quinjet?"
"No. For what we can do with one. Disappear. Become ghosts. That's how we have to live now... in the shadows, to save people, even when they don't know it, don't want it."
- ―Phil Coulson and Alphonso Mackenzie
Coulson and his team are now wanted fugitives with limited resources, but that's not stopping them from keeping the world safe from powerful and unseen threats everywhere. However, with new members they hardly know, will S.H.I.E.L.D. ever be trusted again?
In Austria, 1945, Peggy Carter led a raiding party of Strategic Scientific Reserve troops, with Dum Dum Dugan and Jim Morita, into a HYDRA Research Facility run by Werner Reinhardt, a HYDRA General and scientist. While there, she confiscated the alien corpse G.H. and labeled the first 0-8-4, an Obelisk devastating to touch.
In Alexandria, Virginia, 2014, Roger Browning has the file on the Obelisk and is willing to sell it to Lance Hunter, Isabelle Hartley, and Idaho, three mercenaries working undercover for the new S.H.I.E.L.D. under Phil Coulson's direction. Melinda May, Skye, and Antoine Triplett act as back-up. Negotiations are interrupted by an assassin who rushes in, kills Browning, and, despite taking gunfire, escapes by jumping from a twenty-five foot high window.
The six return to the Playground where Billy Koenig and Alphonso Mackenzie await them. To their surprise, Coulson is there as well, but he will only speak with May. During their conversation, Coulson prepares to leave for London, but decides against it when he is debriefed on the situation. The assassin stole a file on the original 0-8-4, the Obelisk.
Coulson sends Skye into the basement to get intelligence from their prisoner, Grant Ward, who says that he will only converse with her. Ward tells her the history of Carl Creel and how HYDRA is communicating with him. She leaves before he can discuss her father.
Creel attacks Glenn Talbot, who was enjoying time with his wife and son, but he is saved by Skye and May. As Creel is detained by the United States Armed Forces, May and Skye kidnap Talbot and take him to the Cage in the Bus. The two newly promoted men talk, but Coulson is forced to trick Talbot into revealing information, before Coulson puts him to sleep with an I.C.E.R. Meanwhile, Creel uses his powers to escape detainment.
Coulson sends the six on a two-pronged mission: obtaining a Quinjet and getting the Obelisk. When Hartley finds the Obelisk, the Absorbing Man attacks. She touches the object in order to defend herself and it begins to kill her. Hartley, Hunter, and Idaho attempt to escape to get Hartley medical attention, but Creel flips their S.H.I.E.L.D. SUV, killing Idaho and Hartley. Hunter feigns that he is dead as Creel takes the alien artifact.
As Coulson explains to Mackenzie and Koenig why he sent them on this mission despite the incredible odds, the agents escape with a cloaked Quinjet. Coulson tells the two that the brain damage Leo Fitz has has made him withdrawn. He now talks to an imaginary Jemma Simmons, who left the team. For weeks, Fitz was tasked with making cloaking technology for the Bus but he has failed.
- Clark Gregg as Phil Coulson
- Ming-Na Wen as Melinda May
- Brett Dalton as Grant Ward
- Chloe Bennet as Skye
- Iain De Caestecker as Leo Fitz
- Elizabeth Henstridge as Jemma Simmons (hallucination)
- Nick Blood as Lance Hunter
- Hayley Atwell as Peggy Carter
- B.J. Britt as Antoine Triplett
- Neal McDonough as Dum Dum Dugan
- Reed Diamond as Werner Reinhardt/Daniel Whitehall
- Henry Simmons as Alphonso Mackenzie
- Patton Oswalt as Billy Koenig
- Lucy Lawless as Isabelle Hartley
- Adrian Pasdar as Glenn Talbot
- Wilmer Calderon as Idaho
- Kenneth Choi as Jim Morita
- Simon Kassianides as Sunil Bakshi
- Brian Patrick Wade as Carl Creel
- Matthew Glave as Roger Browning
- George Stephanopoulos as Himself
- Raquel Gardner as Carla Talbot
- JB Tadena as Private Tilden
- Franco Vega as Military Leader
- Ben Turner Dixon as HYDRA Officer
- Rich Ceraulo as Staff Sergeant Smith
- Tom Crisp as Armed Soldier (uncredited)
- Unknown actor as George Talbot
- Unknown actor as Private Walter
- Unknown actor as Staff Sergeant Logan
- Alexandria, Virginia
- Arlington, Virginia
- Washington, D.C.
- New York City, New York
- Dover, Delaware
- Madagascar (mentioned)
- London, England (mentioned)
- Budapest, Hungary (mentioned)
- Guantanamo Bay, Cuba (mentioned)
- World War II
- War on HYDRA
- Words of Creation
- S.H.I.E.L.D. Lanyard
- Taser Projectile Launcher
- Inertial Confinement Laser Barrier
- Toolbox (mentioned)
- S.H.I.E.L.D. SUV
- S.H.I.E.L.D. Motorcycle
- S.H.I.E.L.D. Jump Jet
- HYDRA Truck
- Volkswagen Kübelwagen
- United States Armed Forces
- Howling Commandos
- Strategic Scientific Reserve
- Rising Tide (mentioned)
- Silhouette Protocol
- Red Skull
- Howard Stark
- Nick Fury
- Eric Koenig
- John Garrett
- Skye's Father
- Lance Hunter's Ex-Wife
- General L. Fancher
- General R. Gaskin
- General M. Charoenpitthaya
- Officer M. Mattox
- Officer J. Marks
- Officer N. Miller
- Officer J. Witt
- Commander B. Druckman
- Commander S. Johnson
- Commander B. Sauls