Grant Ward is being patched up by Jemma Simmons, being informed that he has suffered two broken ribs with his minor cuts and bruises. Leo Fitz also tries to explain that Ward's suffered a hairline fracture to his cheek bone, but is cut off by Antoine Triplett, who finishes the explanation to Fitz's amazement. Ward tells the team that when he got to the Fridge, HYDRA had overrun the place, took every valuable 0-8-4 and released the prisoners, including Ian Quinn.
Phil Coulson decides to head out to recapture the inmates before they can do some serious damage, as most of them have superpowers or just enhancements that make them dangerous. However, Eric Koenig is adamant against anyone but Coulson leaving as they first have to prove they are not HYDRA spies via a Lie Detector test. He goes on to explain that the device was built by Fury himself, hoping Black Widow could not beat it; Fury never did tell if she did. May, Skye, Fitz, Simmons and Triplett all pass the test; Koenig is impressed that Triplett is the grandson of a Howling Commando, but keeps it secret to avoid being favored. Ward manages to pass off any vitals that are erratic due to his pain from the wounds; he manages to convince Koenig that he is there due to having feelings for Skye.
Coulson elects to make their first target Marcus Daniels, a superhuman possessing the Darkforce; this allows him to absorb anything with energy, thus allowing him to kill with a touch. Daniels is obsessed with cellist Audrey Nathan, Coulson's former love interest. Coulson wants Audrey to move on, so he keeps out of sight, despite Simmons and Fitz's constant pestering. Meanwhile, Melinda May leaves the team after repairing the Bus, tired of Coulson not trusting her. After rescuing Nathan, they devise a plan to lure out Daniels. The group overloads him with energy, causing him to explode, and incidentally knocking out Nathan. Coulson briefly comforts her while she is only semi-conscious before withdrawing, as he plans to tell her he is alive someday. This leaves Nathan still unaware that Coulson was still alive, but rather with the conclusion "you see what you want to see".
Back at Providence, Skye discovers that the lanyards are being used by Koenig to track where they are in the building. Per her prompting, he agrees to help her hack the NSA to get eyes on the HYDRA Raid of the Fridge. Skye goes off to check on something, while an unsuspecting Koenig is snuck up on by Ward. Skye returns later, finding Koenig gone; Ward explains that he was busy checking the footage.
Left alone, Skye and Ward share about each others' lives, before having another kiss. Skye is a bit scared of forming an attachment, but Ward is all for a relationship. Skye excuses herself, having become suspicious of Koenig's absence; Ward takes this time to head to the kitchen, where he cleans blood that had dripped onto his ear. Skye tracks Koenig's lanyard to the storage room, where she finds his corpse in the vents. She hides in the bathroom, freaking out that Ward is HYDRA. Ward looks for her, but Skye finds him; appearing calm, she pretends to believe that he received orders from Coulson. They leave in the Bus.
- 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
- Patrick Brennan as Marcus Daniels/Blackout
- Amy Acker as Audrey Nathan
- B.J. Britt as Agent Antoine Triplett
- Patton Oswalt as Agent Eric Koenig
- Tsai Chin as Lian May
- Potsch Boyd as Fisherman
- Bill Paxton as John Garrett (stock footage)
- Seattle, Washington
- Portland, Oregon
- Ontario, Canada
- Fridge (flashback)
- New York City, New York (mentioned)
- East Lansing, Michigan (mentioned)
- Dublin, Ireland (mentioned)
- Rabat, Morocco (mentioned)
- Peru (mentioned)
- Washington, D.C. (mentioned)
- White House (mentioned)
- Saint Agnes Orphanage (mentioned)
- S.H.I.E.L.D. Lanyard
- Coulson's Team Hard Drive
- Lie Detector
- Gamma Power Reserve
- S.H.I.E.L.D. Satellite
- Pick-Lock Device (flashback)
- Peruvian 0-8-4 (flashback and mentioned)
- Berserker Staff (flashback)
- Captain America's Shield (mentioned)
- TARDIS (mentioned)
- NSA (mentioned)
- CIA (mentioned)
- NATO (mentioned)
- Interpol (mentioned)
- Howling Commandos (mentioned)
- Rising Tide (mentioned)
- Morocco Law Enforcement (mentioned)
- Project Insight
- Project T.A.H.I.T.I.
- President Matthew Ellis
- Ian Quinn
- Abner Croit
- Nick Fury
- Natasha Romanoff
- Billy Koenig
- Andrew Garner
- Alexander Pierce
- L. Tompkins
- Steve Rogers
- Christian Ward
- Thomas Ward
- Grant Ward's Mother
- Grant Ward's Father
- Grant Ward's Sister
- Bruce Banner
- Maria Hill
- It is revealed that Antoine Triplett is grandson of one of Howling Commandos, presumably Gabe Jones, notable for being the sole African-American member of the squad during a time prior to the desegregation of the United States Military.
- Amy Acker (Audrey Nathan) is best known for playing Winifred "Fred" Burkle and Illyria in the series Angel alongside J. August Richards and Alexis Denisof, Whiskey in Dollhouse and Beatrice in Joss Whedon's adaptation of William Shakespeare's Much Ado About Nothing with Denisof and Clark Gregg. Acker also appeared in The Cabin in the Woods, a movie produced by Whedon and directed by Drew Goddard, which also featured Chris Hemsworth and Bradley Whitford.
- Tsai Chin previously co-starred with Ming-Na Wen in the film The Joy Luck Club in 1993.