Jimmy Mackenzie drives Lorelei to a gas station, where she becomes interested in a group of motorcyclists, specifically the leader, "Rooster". Finding Jimmy to be no longer beneficial to her, Lorelei kills him by slamming him into a car, then proceeds to entrance all the bikers.
While conversing with Skye, who had recently been recovering from the shooting, the team is summoned by Melinda May to investigate an energy reading in the desert, consistent with the imminent arrival of Asgardians. They encounter Lady Sif, who had come to Earth seeking Lorelei.
After reuniting with Phil Coulson, Sif explains that Lorelei had escaped imprisonment in Asgard during the attack of the Dark Elves, and that to neutralize her power to control the minds of men, she would have to fit a special collar around Lorelei's neck that prevents her from speaking.
The team and Sif travel to Rosie's Desert Oasis, the biker bar Lorelei is using as a hideout. During the battle, Lorelei manages to enchant Grant Ward, and escapes with him. Ward takes her to Las Vegas, where he has sex with her in a Caesars Palace hotel room.
When Coulson, Sif, and a S.H.I.E.L.D. team catch up with them, the two are nowhere to be found. The team realizes it's too late. Ward and Lorelei, planning to eliminate any threats to Lorelei's rule, have commandeered the Bus, with help from an enchanted Leo Fitz, who had locked Sif in the interrogation room, and imprisoned Jemma Simmons and Skye in the recovery room.
Coulson, pretending to be under Lorelei's power as well, learns of Simmons' location and frees her. Lorelei encounters May, and claims that Ward revealed to her that despite their sexual relationship, his heart was with someone other than May.
Simmons and Skye help trick Lorelei into entering the interrogation room, where Sif confronts her. While they fight, May is forced to battle with Ward. Sif finally manages to disarm Lorelei, and despite Lorelei's attempts to get Sif to kill her, Sif fixes the collar to Lorelei's neck, undoing her enchantment on Ward and Fitz.
Sif thanks Coulson for the team's aid and says that she would bring Lorelei back to Asgard on Odin's orders, and would let Coulson be the one to tell Thor he was not deceased. May speaks briefly and bitterly with Ward, and ends their "no strings attached" relationship.
Coulson approaches Skye and confesses that he discovered that the drug used to revive them both was alien in origin. Despite how disturbed Coulson was by this fact, Skye remains optimistic, and Coulson swears that they would get answers, beginning by tracking down the Clairvoyant once and for all. He orders Skye to keep the origin of the drug a secret until Nick Fury gives them the truth.
After hearing the conversation through the intercoms, May makes a phone call to a secured line, and tells the party on the other end that "Coulson knows".
- 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
- Jaimie Alexander as Sif
- Elena Satine as Lorelei
- Maximiliano Hernández as Agent Jasper Sitwell
- Rob Belushi as Jimmy Mackenzie
- Dylan Bruno as Rooster
- Alicia Lagano as Rosie
- Allan Graf as Sheriff
- Jenifer Neme as Female S.W.A.T. (uncredited)
- Katherine Robinson as Female S.H.I.E.L.D. Agent (uncredited)
- Ron Glass as Dr. Streiten (uncredited stock-footage cameo)
- Las Vegas, Nevada
- California (mentioned)
- New Mexico (mentioned)
- London, England (mentioned)
- Tahiti (mentioned)
- The Guest House (mentioned)
- S.H.I.E.L.D. Headquarters (mentioned)
- Asgard (mentioned)
- Asgardian Dungeons (mentioned)
- Bifrost Bridge
- Sif's Sword and Shield
- Asgardian Collar
- Medical Pod
- S.H.I.E.L.D. Satellite
- Cybertek Prosthetic Leg (mentioned)
- Destroyer (mentioned)
- Berserker Staff (mentioned)
- Night-Night Gun (mentioned)
- Dark Elves (mentioned)
- Interdites (mentioned)
- Levians (mentioned)
- Pheragots (mentioned)
- Kree (mentioned and flashback)
- Sarks (mentioned)
- Centaurians (mentioned)
- Frost Giants (mentioned)
- Dogs (mentioned)
- Michael Peterson
- John Garrett
- Nick Fury
- Erik Selvig
- Jane Foster
- Benjamin Franklin
- In the comics, Lorelei was the sister of the Enchantress. Both possessed similar powers; both were enemies of Thor and allies to Loki.
- In this episode, it is stated that Sif is under orders to bring back Lorelei to Asgard, and that those orders came from Odin himself. However, based upon Thor: The Dark World, we know this is not actually true. Odin is actually Loki using his powers to appear as Odin.
- Sif mentions that she has in fact met many alien races; many of which were also blue - the same color as the unknown alien in the previous episode T.A.H.I.T.I. The actual identity of the alien has been revealed as a Kree. Sif mentions the Kree and the Centaurians as a shout out to the then-upcoming Marvel movie Guardians of the Galaxy.
- When Grant Ward tells Leo Fitz that he "lost the ounce", he is referring to FZZT, where he told him that the Night-Night Gun is an ounce too heavy.
- Jaimie Alexander reprises her role as Lady Sif from the "Thor" films.