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Quote1.png Everything's changing. A little while ago, most people went to bed thinking that the craziest thing in the world was a billionaire in a flying metal suit. Then aliens invade New York then were beaten back by among others, a giant green monster, a costumed hero from the 40's, and a god. Quote2.png
Maria Hill


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A young boy and his dad look into a toy shop window at some action figures that resemble the Avengers, at that moment there is a sudden explosion in the building behind them. The father quickly jumps into action and uses his hidden abilities to scale the brick building, plunging his hands into the bricks as he scaled the wall. He then jumps and lands safely, bringing with him the woman he has now saved. While all of this is going on, a girl named Skye films the entire encounter with her cell phone.

Meanwhile in Paris, Agent Grant Ward is warned that his mission is in jeopardy due to the Rising Tide leaking the location of a Chitauri bracelet he is attempting to recover, but nonetheless decides to proceed. Disguised as a waiter, he steals fingerprints off a glass, uses them to break into a fireplace/safe and manages to fight off the hostiles that appear quickly and escape on a helicopter. Shortly after, at the secret S.H.I.E.L.D. office, Ward talks with Agent Maria Hill about the existence of beings with powers, including the Hulk, Captain America, and Thor. Suddenly, Agent Phil Coulson, whom Ward considered dead, enters the room and reveals that Nick Fury faked Coulson's death in order to bring a group of superheroes now known as the Avengers together to save the planet. Coulson was sent to a grass shack in Tahiti, where he got a little time off, but he is now more than happy to be back on the job. Agent Hill briefly discusses with Dr. Streiten the mystery of Coulson's death and his time in Tahiti stating, "he can never know".

When Skye meets the hooded hero, whose name is Michael Peterson, she tries to convince him to come out of the shadows and be proud of what he’s done. She leaves him but not before warning him about S.H.I.E.L.D. and stealing his driver's license to find out his identity. Elsewhere, Coulson asks Agent Melinda May for help, and she reluctantly agrees to “drive the bus.” However, the “bus” is a very impressive black jet that serves more as a flying command center for Coulson's team rather than than simply a mode of transportation.

Later, Skye is broadcasting herself and talking about the Rising Tide, threatening S.H.I.E.L.D. among other things. Coulson and Ward triangulate her position and interrupt her by thrusting open the van door and throwing a black hood over her head. They take her back to their turf and interrogate her about the name of the hooded hero, warning that if they don't find him, the next party would try to exploit him, and the one after that would try to dissect him. She mentions something called Centipede, but she refuses to name the hero. Coulson then threatens her with a newly developed truth serum, which he surprisingly injects into Agent Ward, leaving his agent in the hands of a skilled hacker who has a few interesting questions to ask. While Skye doesn't get anything top secret out of Agent Ward, she does feel more like a part of the team, because Coulson is more interested in making her a part of the team than punishing her for the trouble she has caused.

Meanwhile, Agents May, Fitz and Simmons are at the site of the fire where the hooded hero was spotted and they investigate what may have caused the fire in an attempt to solve the mystery of the hooded hero. Using D.W.A.R.F. drones to search the scene, they find a damaged security camera.

Michael Peterson talks on the phone with the mysterious ‘doctor’ who somehow managed to give him his powers. Later, he confronts his former boss as he looks desperately for work that will allow him to take care of his son. He ends the interaction by critically wounding his boss, proving that whatever has given him his powers has also altered his mind.

News of this reaches the Bus, to the surprise of Skye, as this was not the man she met. At Coulson's urging, she gives up Mike's driver's license and Coulson updates the team. FitzSimmons then show them an image of an unidentified man arguing with a male doctor. As the camera they got this from was damaged, Skye offers the audio files she took. Coulson assigns May to watch over Skye while she works in her van.

Michael then visits the hospital to see the woman that he saved; who is quickly revealed to be the doctor he was talking to earlier. She is not happy about his heroic stunt, and scolds him for showing off and exposing them both. She warns that Centipede's backers who provided this technology are very serious and don't want to be revealed. She tells him that there was a patient before that had also been given the Centipede, and he went crazy and eventually killed himself in an explosion. Mike believes differently, saying this is part of his origin story, and leaves through the window.

Back on the Bus, Fitz digitally replicates the scene before the explosion, and he finds out that the previous patient of the ‘doctor’ was the source of the explosion, not just a victim. The Centipede may give a person superhuman abilities, but it also causes them to lose their minds and eventually burst in anger due to a volatile substance known as Extremis. The Centipede device radiates gamma radiation, and has elements of the Super Soldier Serum in it.

Just after Skye had uploaded the audio files, May is attacked and thrown against a brick wall by Peterson, who takes Skye hostage in an attempt to save her and him, also requesting that she delete any and all of his presence so he can effectively disappear and keep himself and his son safe from the powers behind Centipede. Skye skilfully triggers a security breach and gives Coulson the co-ordinates of her position, and he rushes to her aid. A fight breaks out as Peterson tries to escape both Coulson’s team and the assassin that the doctor had instructed to kill him. May manages to subdue the assassin while Coulson is held in a standoff against Peterson, who is close to combusting, in the station. With Ward in a sniper position, Peterson assumes that they will kill him and attempts to justify his actions. Coulson speaks diplomatically, talking about his encounters with gods and giants and how much it cost him. Ultimately, Ward shoots Mike in the head. Fortunately, Fitz arrives in time and convinces Ward to use the Night-Night gun instead, knocking him unconscious. Mike Peterson survives and recovers from his wounds, and his child is safe.

Later, Skye and Coulson are seated in Lola, Coulson's vintage red car, when they are contacted by Ward who called him to inform them of a "0-8-4". After Coulson requests that Skye seriously consider joining the team long-term and helping them further their cause. The car converts into a hover car and speeds off to meet with the rest of the team.



  • When Skye first meets Mike Peterson, she tells him that "With great power comes... a ton of weird crap that you're not prepared to deal with," this is an obvious reference to the motto of Spider-Man: "With great powers comes great responsibility."
  • When Agent Ward introduces himself to Agents Fitz and Simmons, the latter asks him if he's excited for coming to their "journey into mystery". This is a reference to Marvel Comics series Journey Into Mystery, known for introducing Thor in its 83rd issue.
  • Lola's ability to fly is a clear reference to the comics' S.H.I.E.L.D. Flying Car. This could also be a follow up to the flying car prototype that Howard Stark introduced at the Stark Expo in "Captain America: The First Avenger".
  • Loki is referred to by Agent Coulson as the Asgardian Mussolini.
  • Agent Ward refers to Skye a "a groupie. All this hacking into S.H.I.E.L.D., tracking powers -- She might as well be one of those sweaty Cosplay girls crowding around Stark tower." Skye admitted that she did that once.
  • Agent Simmons states "I'm not Hermione. I can't create instant paralysis with that." In reference to a character from the Harry Potter books.
  • A Level 7 clearance, shown to be real here, was previously brought to question in "Marvel One-Shot: The Consultant" with no answer given at the time.
  • Skye refers to Agent Ward as the "T-1000," a villain from the Terminator series of films.
  • Level 7 clearance may be an unintended nod towards the real life hacker group Level Seven.
  • This episode had the highest views, with a total of 12.12 million US viewers. However, the viewers steadily dropped as the season progressed.

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