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In a shocking cliffhanger episode, Coulson takes the war back to Centipede, and this time he brings in Michael Peterson for some super-soldier support. As they get closer to the truth, startling secrets are revealed and an unexpected twist threatens the team.
Agent Phil Coulson recruits Mike Peterson to his team for super-soldier support, during which soldiers working for the Centipede Project spring Edison Po from prison following their perfection of the Centipede serum. Coulson's Team traces a Centipede-powered soldier named Brian Hayward to an abandoned factory, and walk into an ambush by a squad of Centipede-powered soldiers. When Po and Raina see that Peterson still has his powers despite not having had an injection in quite some time, they realize he is the key to Stage 3 of their plan.
Coulson's team discover that the soldiers were subjected to the same eye procedure to which Akela Amador was subjected. Po tells Raina that he informed the Clairvoyant about her. She asks who the Clairvoyant was, to which he replies that the last person who tried to learn the identity of the Clairvoyant had received a knife in the eye.
Meanwhile, as Skye investigates the mystery of her parents, Coulson and Melinda May hide information they believe would be dangerous to her. When Peterson contacts his son, Ace Peterson, he learns that he has been kidnapped by Project Centipede, who tells Peterson that they want him, in exchange for Ace's safety.
When Coulson escorts Peterson to the prisoner exchange, Peterson reveals that Centipede wanted Coulson in exchange for Ace, not Peterson, but he feels that he cannot go through with this betrayal. Nonetheless, Coulson, to save Ace's life, agrees to be taken prisoner.
After the exchange, Peterson tries to rescue Coulson, but Centipede sets off an explosion, in which Peterson is presumed dead. After Raina escapes with Coulson, she tells him that he simply needs to give Project Centipede the information regarding how he came back to life the day after he died.
- Clark Gregg as Agent Phil Coulson
- Ming-Na Wen as Agent Melinda May
- Brett Dalton as Agent Grant Ward
- Chloe Bennet as Skye
- Iain De Caestecker as Agent Leo Fitz
- Elizabeth Henstridge as Agent Jemma Simmons
- J. August Richards as Michael Peterson
- Ruth Negga as Raina
- Cullen Douglas as Edison Po
- Molly McCook as Laura Hayward
- Ajani Wrighster as Ace Peterson
- Paul Lacovara as Brian Hayward
- Rico Devereaux as Prison Guard
- Paul Sanchez as Tiny
- Albert Marrero Jr. as Trainer
- Matt Mullins as Centipede Soldier 2 (uncredited)
- Adam Lytle as Centipede Soldier 3 (uncredited)
- Jaclyn Rose as Science Student (uncredited)
- Cleveland, Ohio
- Oakland, California
- Long Beach, California
- Havenworth Federal Penitentiary
- S.H.I.E.L.D. Training Facility
- Boston, Massachusetts (mentioned)
- New York City, New York (mentioned)
- Portland, Oregon (mentioned)
- Las Vegas, Nevada (mentioned)
- Hong Kong, China (mentioned)
- Afghanistan (mentioned)
- S.H.I.E.L.D. Headquarters (mentioned)
- Union Station (mentioned)
- Centipede Device
- Night-Night Pistol
- Tactical Suit
- Backscatter X-Ray Eye Implant
- Tracking Scent
- Tracking Bracelet
- S.H.I.E.L.D. Satellite
- Katherine Shane
- Chan Ho Yin (mentioned & photograph)
- Debbie (photograph)
- Captain America
- Audrey Nathan
- Miles Lydon
- Akela Amador
- Mindy Peterson
- François Truffaut
- There is an Ohio University, but no University of Ohio as presented here.