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In upstate New York, Sebastian Derik is invited up to a young art teacher’s apartment for a nightcap. He reveals the alien designs that adorn his chest. He assures the young woman that they have met before. Derik pulls out a knife to help her remember. The woman, Janice Robbins, is a S.H.I.E.L.D. agent. Actually, she was an agent. Skye shows Phil Coulson crime scene photos of her body which has been carved disturbingly with the alien symbols.
Coulson and Skye search the apartment of Janice Robbins, aka Agent Rebecca Stevens. There are many images of the symbols. She has some pieces that are missing from Coulson’s design. Jemma Simmons performs an autopsy on the deceased agent. Both victim and the killer had/have GH-325 in their blood. It eventually turned them into psychopaths. Coulson believes the only way to get the answers they seek is to torture him to the point where the memories that were taken from him return.
After being placed in the memory machine, Coulson sees himself in the interrogation room at the Guest House. Agent Stevens is across from him. Others agents are there, too. They are all in decent shape at first. Then everything changes. They all go mad save one, Derik. He just wants to know when he can get out of there. Coulson argues to shut down the rejuvenation program and destroy the host. The only hope is to erase the memories of the patients; that is what they do.
A struggling Coulson is able to reveal the names of the patients. The killer is targeting those who went to that magical place of Tahiti. His name was Sebastian Derik. He was an assassin from the dark side of S.H.I.E.L.D. The only Tahiti patient he has not killed yet is a man named Hank Thompson. Coulson tells Skye he wants to take care of him personally after trapping her in Ward’s cell.
Coulson holds Hank Thompson at gunpoint after a warning that his life is in danger. This is just before Sebastian Derik knocks him out from behind. Thompson is bound and gagged in his workshop. His wife and son are locked in a closet. Coulson is also tied up. Derik lets him know that pain gives him back his memories. It’s how he found all the others from the Tahiti project. He wants to know what the alien writings mean. He is willing to do whatever it takes to find out.
Hank Thompson escapes from his bindings. Some deep-rooted training helps him assist Coulson in breaking free as well. Thompson rushes his family to safety while Coulson momentarily neutralizes Derik. A mighty struggle ensues. Skye and Mack arrive. They threaten to shoot Coulson, who has Derik trapped by the neck. He is not trying to kill him. He is trying to get him to look down at the massive toy train design Hank Thompson had constructed. From above, it looks like the alien writing. It looks like a city.
Coulson tells Hank Thompson that they could use a good, former super spy like him. That is not going to happen. Thompson is happy being the family man he is now. He thanks Coulson for his second chance and give him his card. As for Sebastian Derik, he was turned over to the proper authorities. He has also found his peace. So has Coulson. The compulsion to carve is gone. He can feel it. Now all he has to do is figure out why the alien was so determined to get to that city.
Grant Ward is spotted accessing one of his hot boxes where he has money and supplies hidden. Antoine Triplett has no choices but to let him walk as he has a dead man’s switched wired to lots of C-4 if anyone tries to take him down. Ward heads to Atlanta where he hops a bus to Dallas. Then he hops on one to Boston after making posing passenger Bobbi Morse as an agent. Lance Hunter, disguised as a cowboy, is already camped in the back of the bus headed to Beantown.
A bartender at a Boston pub pours Ward a drink. He welcomes him back. Moments later, Sunil Bakshi arrives flanked by a couple of HYDRA agents. Ward informs him that he wants to meet Whitehall. A short time later, Melinda May, Triplett, Hunter and Morse infiltrate the pub. The bartender is dead, as are the two Hydra agents. May finds Bakshi tied up in a back room, wearing Ward’s clothes. There is a note on the piece of duct tape covering his mouth. It reads: For Coulson.
Coulson vows that they will find Ward eventually. In the meantime, they will take advantage of his gift of Bakshi. Coulson addresses his team to assure them that he is not crazy. He has been trying to solve a puzzle, just like Hydra. Coulson says their job is to find the mystery city before anyone else.
Ward shaves off his beard as well as a lot of his hair. He places a call to Skye knowing that she would answer Bakshi’s phone. He promises to keep sending gifts from time to time. Skye wants him to tell her where he is. That is not going to happen. Ward has some work to do. He packs up a duffle bag filled with supplies. He tosses a newspaper on top. Pictured on the front page is his senator brother. Ward zips up the bag over Senator Christian Ward’s smug, smiling face.
- 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
- Nick Blood as Lance Hunter
- B.J. Britt as Antoine Triplett
- Henry Simmons as Alphonso Mackenzie
- Simon Kassianides as Sunil Bakshi
- Adrianne Palicki as Bobbi Morse
- Brian Van Holt as Sebastian Derik
- Joel Gretsch as Hank Thompson / Agent Cameron Klein
- Monique Gabriela Curnen as Janice Robbins / Agent Rebecca Stevens
- Monica Lacy as Katie Thompson
- Emily Maya Mills as Eliza
- Richie Cottrell as Graham
- Imelda Corcoran as Dr. Goodman
- Carlos E. Campos as Lewis Seaver
- Michael Hanson as T.A.H.I.T.I. Patient 4
- Natalie Smyka as T.A.H.I.T.I. Patient 5
- Bruno Amato as Bartender
- Madison Lee as Lab Assistant
- Rhinebeck, New York
- Philadelphia, Pennsylvania
- Atlanta, Georgia
- Boston, Massachusetts
- Thompson Welding & Electric
- Guest House
- Iowa (mentioned)
- Baltimore, Maryland (mentioned)
- Miami, Florida (mentioned)
- Words of Creation
- Theta Brain-Wave Frequency Machine
- Memory Overwriting Machine
- Echo Chamber
- Diviner (mentioned)
- GH.325 (mentioned)
- Strategic Scientific Reserve (logo)
- Avengers (mentioned)
- Rising Tide (mentioned)
- Roxxon Oil Corporation (mentioned)
- Project T.A.H.I.T.I.
- Skye's Father
- Christian Ward (mentioned and picture)
- Matthew Ellis (mentioned in newspaper)
- John Garrett
- Nick Fury
- Wolfgang von Strucker
- Daniel Whitehall
- Iron Man
- Captain America
- Burning Man
- Everlasting Gobstopper
- The song played by Phil Coulson on his record player is "Blue Jays Dancing" by Bill Gordon.
- The song played as Grant Ward shaves his beard is "Who Is He (And What Is He to You)?" by Bill Withers.
This section needs a rewrite
- In the scene where Grant Ward is in the Goldbrix Tavern, the bartender pours Ward's drink, and the glass is filled with ice, the liquid resting below the ice. In the next frame, the ice has melted down, and the liquid takes up the majority of the glass. Explanation: Actually the glass is filled with ice (with no liquid resting below it) and then the bartender pours the drink, melting the ice so there's more liquid than ice; just like it happens in real life.