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15 years ago in a juvenile facility, a young Grant Ward is met by John Garrett. Garrett is impressed by Ward's skills which he displayed before being taken to prison. He asks the teenager whether he knew his brother was in the house before he set it on fire. Ward denies knowing, but Garrett gives him "a one time offer": to remain in prison or to leave with Garrett to train for a secret organization. As soon as Grant agrees, armed men storm in and Garrett and Grant leave.
In normal time, the agents watch a news story about a drug lord who had been killed in South America. Coulson calls them in, to tell them that Cybertek is a driving force behind everything they are facing. Skye reveals that she left a virus on the flash drive, which will allow them to take over the HYDRA system. They set out to go to a Cybertek office to enact this virus.
Garrett is impressed by Deathlok's work killing the drug lord and is glad that he is "enjoying his job". Ward is still bitter about almost being killed by Deathlok, but Garrett makes a call to have a video stream of Mike's son be shown as a reward. Garrett says that he wishes Ward would be happy for him since he has been chasing this for twenty-five years. Raina informs them that she is almost done replicating the GH-325 serum.
Coulson tells his agents that they have a meeting with Cybertek executives which will give Skye a chance to latch onto their data. Fitz believes that Ward could have an explosive eye in him, by which Garrett controls him, similar to Mike Peterson's. Triplett comes back to the motel with a suitcase filled with his grandfather's Howling Commando spy technology. Though it is primitive, it will help them at Cybertek.
In a flashback, Garrett leaves Ward in the woods, saying he will be back in a couple months. Garrett expresses his faith in Ward and leaves his dog, Buddy, as the only help, before abandoning him.
At their meeting at Cybertek, Coulson and May, going by alternate aliases, stall time by showing them the ICER bullets designed by Fitz-Simmons. In the parking lot, Skye is unable to even pick up any electrical frequencies in the Cybertek building. The agents are told what to say by their team's scientists, but are confused by the woman in the room, typing the notes of the meeting on a typewriter. The Cybertek representatives claim to have already seen this technology in the form of a "sleepy sleep gun". Looking through the floor plan of the building, Skye finds a suspicious room to which she sends May and Coulson.
As they step on the elevator, a security guard sets it to go to the ground floor, but the agents knock him out and go to the fourth floor. Using a laser disguised as a cigarette, Coulson cuts his way through the reinforced door to enter their data room. He realizes that the reason she couldn't find an electrical mainframe is that there is none: all files are in paper form.
Raina, working to finish the serum, is confronted by Mike asking why she is there, if she is not forced by the clairvoyant to comply. She replies that she is just trying to find out the hidden power inside super-powered people. She claims that she and Skye have something in common.
May finds Mike Peterson's file and they find out that the Deathlok program has been going since 1990. They discover that John Garrett was the first Deathlok patient. They transfer the files by literally throwing the file cabinet from the window. They zipline to the ground and the agents flee.
Flashback: Miserable, Grant Ward, wearing a hoodie, huddles by a tree in the rain, contemplating how he will survive.
In normal time, Ward angrily confronts Garrett about almost being killed. Garrett says that Grant might be too soft and considers why he recruited him in the first place. Soon, John collapses in pain. He is carried down to the lab, where Ward orders everyone out. Ward must replace a component on the metal apparatus on Garrett's belly.
The agents search through the files. Skye realizes that the purpose behind the GH-325 is to save Garrett. Fitz still clings to the notion that Ward is being controlled against his will.
After his reboot, Garrett informs Ward that he needs the serum to save himself, as it will repair his organs.
May has a talk with Skye, who asks if she believes Ward is being controlled. They both believe, he is doing this of his own freewill. Coulson comes in and directs the agents to an abandoned S.H.I.E.L.D. base in Cuba.
At the barber shop, Ian Quinn finishes a shave and a haircut as Ward and Garrett enter. Quinn exits, set on acting as a spokesperson for HYDRA and Cybertek. Below in the secret base, Raina expresses qualms about telling Garrett about new information discovered about Skye. She reveals it to Ward. After seeing Skye's personal files, she realizes Skye is someone she has heard of a while back. The monsters that destroyed Skye's town looking for the baby were the baby's parents.
Flashback: Garrett returns to the spot where he left Ward to find his campsite. Grant holds a rifle to the back of Garrett's head. He is angry that it took longer than a couple months for Garrett to return. Garrett points a pistol at Ward to teach him his next lesson. He then shoots some straight shots, saying he will teach him to be better than that.
In normal time, Raina gives Garrett the vial containing the only GH-325 on earth.
Triplett gives Fitz a walkie-talkie disguised to look like a quarter. Coulson sends them out on their missions: Fitz-Simmons to do surveillance watching the Bus and the others to investigate the barber shop.
When they arrive, they discover that the base is empty, but Skye senses a large source of power within. Fitz-Simmons spy on the plane, but they believe it is about to lift off, causing Coulson to order them to leave. Skye sets out to enter the barber shop to enact the virus on the computers there.
The scientists do not leave, because they do not want to "go back to square one". They continue to watch, but Ward discovers them and takes them back to the bus.
Flashing back to ten years earlier, Ward expresses his love for the dog who has lived at their campsite the past five years. Garrett doubts loyalty, and tells Ward the story of how he got his implant. He says "I was more loyal to S.H.I.E.L.D. than S.H.I.E.L.D. was to me". He also tells him that he works for H.Y.D.R.A. which is operating within S.H.I.E.L.D.
Back to the present, Ward leads Fitz-Simmons back to the Bus. Fitz reaches for the joybuzzer device in his pocket, which is really an electromagnetic disruptor. He presses the button, which causes the nearby electrical systems to fail, including Garrett's Deathlok implant.
Ward rushes to restart Garrett. Fitz tries to tell Ward he no longer has to take orders from Garrett, but Ward says that everyone must leave.
Flashback: Ward, now slightly better with a gun, shoots at a deer which is outside his gun's range and Buddy takes off after it. Garrett informs him that S.H.I.E.L.D. has accepted the young man. Garrett tells him that he owes nothing to anybody, because he did this himself. He also warns the recruit to never become attached to anything, because it will make his job as a H.Y.D.R.A. agent within S.H.I.E.L.D. more difficult. He tells him to kill the dog so they can leave.
Ward tries desperately to restart Garrett's device, but his boss tells him to cross off Fitz and Simmons. To prove his lack of weakness, he goes off to find the S.H.I.E.L.D. loyalists, leaving Garrett in Raina's hands. Garrett shows her the failsafe which is filled with the Centipede serum. He tells her to inject it with the serum which saved Coulson and Skye.
In the secret base, the agents search for a computer upon which to enact the virus.
Fitz and Simmons run from their captors into the storage facilities on the Bus, but they run into Ward. They hide in a storage container, locking Ward out. Jemma still tries to communicate the point that Grant is no longer on their side.
Flashing back, Ward sends the dog away by firing into the air, instead of killing him.
Because Fitz-Simmons will not open the door, Ward follows orders by dumping the containment unit from the plane and into the ocean. Raina carefully injects the remaining GH-325 into the device in Garrett's belly, in hopes that it will save him. Ward returns and Garrett asks if he has done the job, but then convulses from the drug's effects taking place. He is soon fine and claims to be feeling "the universe".
Finding a computer with the spy tech, the agents believe they will be able to start the virus' effect. That is until the lights go out and an assailant appears with the Asgardian staff and an army of supersoldiers.
Ian Quinn, talking to representatives of the U.S. military, trying to sell them thousands of supersoldiers to create a military. He desires to show them the new Cybertek facility he hopes to sell them on.