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Hydra leader Daniel Whitehall attempts to brainwash the captured Agent 33 of S.H.I.E.L.D., while Hydra is also searching for Donnie Gill, who has cryokinetic abilities. S.H.I.E.L.D. Agent Jemma Simmons, a mole for S.H.I.E.L.D. inside Hydra, informs S.H.I.E.L.D. Director Phil Coulson of this, who has so far told only Agent Melinda May about Simmons's current whereabouts. May, meanwhile, is training Agent Skye to keep control whilst in the field. When Gill is approached by Hydra agents while hiding out in Marakech, Morocco, he decides to retaliate, freezing a Hydra frigate in Casablanca, Morocco, in hopes of gaining Hydra's attention. Former S.H.I.E.L.D. Agent and Hydra mole Grant Ward, now a S.H.I.E.L.D. prisoner with no loyalties to Hydra, tells Skye that Hydra has a way of 'convincing' people to join them. Coulson sends a team of agents to recruit Gill, hoping to reach him before Hydra does. Whitehall also sends a team of agents to recruit Gill, with high-level agent Sunil Bakshi taking Simmons with them to test her loyalties, and to take advantage of her previous short-lived association with Gill.
With many of the S.H.I.E.L.D. agents gone, Agent Leo Fitz investigates where Skye gets her Hydra information from, finding Ward, who severely injured Fitz's brain previously, leaving Fitz with communication and memory issues. Though Ward tries to explain himself, Fitz wishes for Ward to experience the same feeling, so he drains the oxygen from Ward's cell. However, Fitz relents when Ward explains that Gill had already been brainwashed by Hydra once, and that they would be looking to simply re-trigger it. Simmons finds Gill, and unknowingly begins to re-trigger his brainwashing, though she is interrupted by the arrival of the S.H.I.E.L.D. team. Simmons leads Gill to Bakshi, who completes the re-triggering, and orders Gill to freeze all the S.H.I.E.L.D. agents. Skye, having learned from Fitz that Gill was under Hydra control, shoots Gill from a sniper position, apparently killing him and sending his freezing body into the ocean. Hydra leaves, with Bakshi now much more trusting of Simmons, while S.H.I.E.L.D. claims the Hydra cargo left behind. Whitehall, having successfully brainwashed Agent 33, muses to Bakshi that S.H.I.E.L.D. is becoming a problem for Hydra.
In an end tag, Ward tells Skye that her father is alive and that Ward will take her to him one day.