- Melinda May
- Maria Hill
- US Special Forces
- Nick Fury (Mentioned)
- Black Widow (Natasha Romanoff) (Mentioned)
- CIA (Mentioned)
- NSA (Mentioned)
- NRO (Mentioned)
- Man-Thing (Mentioned)
- Stark Industries (Mentioned)
- Project T.A.H.I.T.I. (Mentioned)
- Audrey Nathan (Mentioned)
- Thomas Nash (Mentioned)
- Ace Peterson (Mentioned)
- The Guest-Host (Mentioned)
In Washington, Maria Hill leaves a Congress hearing on S.H.I.E.L.D.'s activities, and calls her new employer Pepper Potts. She notices suspicious eyes are following her, but they are all taken out by an unseen assailant - Melinda May, who made her way to Washington specifically to find Hill. She reveals that Coulson is hiding at Providence base and he needs help. She then asks about the identity of the director of Project T.A.H.I.T.I., suspecting it to be Alexander Pierce. Hill says that Director Fury covered up the identity of the project director when he decided not to bury Coulson. Guessing it's a riddle she needs to solve, May insists that she talk directly to Fury but Hill claims that he's dead, but May doesn't believe her. May then disappears as Hill is apprehended by the FBI.
Back at Providence, Coulson, Trip, and FitzSimmons are looking over the surveillance footage of May's and later Skye and Ward's departure, but all other internal feeds had been cut. As FitzSimmons leaves the room, Coulson goes over scenarios in his head: either Eric Koenig took a team on a top secret mission or they've "had a wolf in the herd the whole time." Later, Fitz finds the message "WARD IS HYDRA" carved into one of the facility's "windows," while Simmons finds Koenig's corpse. Although Fitz is at first reluctant to believe Ward betrayed S.H.I.E.L.D, the wounds left on Koenig's body confirm that Ward is the only person that could have killed him. Fitz starts throwing a tantrum but Coulson calms him down, reasoning that the only reason Skye is alive is because Ward is unaware that she knows the truth and that they need to find her. As he and Trip work to find the Bus, Coulson deduces that Ward was at Providence to get Skye to decrypt the hard drive with all the technology on it.
Just as they get a fix on the Bus's location, Talbot and his men surround Providence. To the S.H.I.E.L.D. agents' surprise, Talbot is able to get inside the facility with minimal resistance. After a brief stand-off with the army, Coulson stands down, and Maria Hill leads herself as the person who led Talbot to Providence. Hill tries to convince Coulson to make a deal with the U.S. government as Talbot deals with the rest of his team, grilling them for a reason that makes them useful to the government, all the while ignoring their insistence that he should pursue Ward. Coulson confronts Hill over withholding the truth about T.A.H.I.T.I., insisting that she and Fury should've told him the truth from the start, but instead they only feared for his well-being instead of the well-being of others. Hill agrees, stating that S.H.I.E.L.D. should've been ready for Hydra but insists that their enemy is no longer a threat with the agency's collapse. However, Coulson reveals Ward's betrayal, that Garrett is still alive, the Fridge raid and that Skye is in danger. Hill then attacks Talbot, enabling Coulson's team to escape.
Meanwhile, May furiously digs up Coulson's own empty coffin, finding a USB stick inside it. Plugging it into her laptop, the drive is revealed to contain the final report on Project T.A.H.I.T.I. to Director Fury and she is shocked by the information it contains.
Meanwhile, Skye flies the Bus to a diner in Los Angeles (the same diner where she first met Mike Peterson) while trying not to let Ward on to the fact that she knows he's with Hydra. After they reach the diner, Skye uses her laptop to secretly tip off the authorities to her and Ward's location. She lets Ward know that she knows his secret, mockingly stating, "Hail Hydra", just as the police raid the diner to arrest them. Ward is able to fight off the police while Skye tries to escape in a police car. As she's getting away, Deathlok, who has been shadowing Ward the whole time, jumps onto the hood of the car and grabs her.
Deathlok takes both of them back to the Bus, where Ward rebukes him over exposing himself. He asks for five minutes alone with Skye, to which Deathlok says Garrett permits. Skye then futilely assaults Ward before being handcuffed to the staircase. She then confronts him on his Hydra affiliation, labeling him a Nazi when he claimed that he had nothing personal against her. She asks if he's going to shoot her once she cracks the drive like he did with Thomas Nash or let someone else like Ian Quinn do it, accusing him of being complicit in Quinn's previous shooting of her. Ward defends that he had no idea that Garrett would have her shot and insists that his feelings for her are genuine, but his confession only disgusts her. Ward then tries to justify his decisions, but Skye calls him a serial killer and points out that he was right about one thing: she would never like the real him. Ward promises that one day she'll understand but she firmly refuses.
Deathlok, meanwhile, gets a message from Garrett, telling him he's run out of patience. He uses one of his new weapons to give Ward a heart attack, and gives Skye an ultimatum - decrypt the hard drive, or Ward dies. She relents, admitting that the decryption location is based on altitude, not latitude and longitude and Deathlok stops Ward's heart attack. Just as they are about to take off to regroup with Garrett, Hill and Coulson's team arrives to intercept them. Hill tries to get Ward to stand down, merely a distraction to give Coulson enough time to sneak aboard the plane and get Skye. Once she's freed, Coulson moves towards the cockpit to take out Ward, only for Skye to ask if he had neutralized Deathlok. On cue, he tries to prevent their escape, but they use Lola to fly out of the cargo bay and crash-land in L.A. Ward wants to go after them but Deathlok states that Garrett dismisses them as a threat and wants them to return to base. Ward then warns the cyborg that he will kill him if he pull another stunt like that. Deathlok defends that he was only following orders.
That night, the remaining S.H.I.E.L.D. agents have made their way to a motel and are trying to relax. Hill tells Coulson that once he's finishing with Garrett, he can no longer pretend he can continue as an agent of S.H.I.E.L.D. and that his team has to go their separate ways. However, Coulson doesn't believe that it would be fair to them. As she prepares to leave, Hill reminds Coulson that Tony Stark would hire him on the spot. Coulson then asks that she say hi to Stark, only to stop in mid-sentence at a glance, reminding himself that Stark still thinks he's dead. After Coulson tells his team that they're going to relax for the night before finishing the fight, Skye reveals that she had created a special surprise in the hard drive Hydra now possesses.
Upon returning to his room, Coulson finds May waiting for him, ready to show him what she found out about Project T.A.H.I.T.I. She shows him a recording Coulson made himself before his death, informing Director Fury of his resignation because of the Project, claiming the risks of reviving a potentially mortally-wounded Avenger with the Guest-Host tissue was too great to continue.
- As the fourth of the final six episodes, which will deal with the aftermath of Captain America: The Winter Soldier, the episode features the fourth original cover artwork of #TheArtofLevel7 series, by Stephanie Hans.