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Three students go into their school pool. Another students leaves just before the surface freezes over, trapping one of the students by his leg. The ice is broken away and the boy puts a robe across his back revealing the S.H.I.E.L.D. emblem.
Due to the freezing technology being that created by Fitz and placed in the pool at the academy where Fitz and Simmons were trained. May tells the younger agents that she will be dropping them off at the academy and go with Coulson to another location for a different mission. Skye worries about Coulson, who has been more withdrawn since they rescued him.
Agent Weaver greets the four after they show up at the science and technology academy. After Fitz-Simmons goes off with science students, Ward takes Skye to a Wall of Valor to memorialize the fallen agents from before them.
May tells Coulson he has to get his mind off of his own file and that they are going to Mexico City to find an agent who went off the grid who might be connected to Skye.
Fitz and Simmons address the students of the academy, while Ward talks to the student who was nearly frozen. The student, Seth Dormer, points out one name on Ward's list: Donnie Gill. Donnie listens intently to Fitz-Simmons' speech about using potential for good, but he is soon frozen solid. Grant runs in and finds a small device that froze Donnie and Skye smashes it.
In his limo, Ian Quinn talks on his cell phone with someone who is offering him a product.
Skye asks Donnie if he knows who might attempt to harm him. He returns back to his room, and the agents realize this is not a prank. Ward gets the scientists to take him to hangout spot on campus. Grant sends Fitz to talk to Donnie. Jemma takes Ward and Skye into the boiler room, a party room for the agents.
May and Coulson, sitting in Lola, sit in a Mexican alley doing reconnaissance on a location the missing agents might be.
Donnie awkwardly invites Fitz into his dorm but won't tell if anyone would be against him. Fitz is impressed by devices Donnie has sketched and built. Donnie then shows him his "big idea". Trying to make conversation with Coulson, May tells him that the reason she picked up on this investigation was to get his mind off of his sorrows. Coulson is worried that when the doctors changed his memories, they might have also altered more. May confesses to her relationship with Grant Ward but Coulson brushes it off when he sees their target. They pursue him into an alley where he and May fight. He tries to flee but Coulson, flying in Lola, stops him. He is happy to find out that they are S.H.I.E.L.D. agents and realizes they want to talk to him "about the baby".
Back in the Bus, he explains that during an 0-8-4 mission, all the agents began dying. The one carrying the object of unknown origin was shot but got far enough before bleeding out. He died but the 0-8-4, a baby, survived. He and Agent Avery deleted Skye's records and left her in the foster system. Ward confronts Callie Hannigan, who wanted the position offered to Donnie. Fitz helps Donnie with perfecting a large power cell. He tells Donnie that he was shy but came out of his shell during his time at the academy. He invites the student with him to the boiler room, but Donnie declines.
While playing pool with Callie, Ward asks her about the device that froze Donnie and Seth. Ward finds out that Donnie and Seth had sinister plans. Simmons calls Fitz but realizes his own stupidity in helping the student with the power cell. Seth, hiding in a corner, shoots Fitz and knocks him out. The two students run off with their device.
The agents, except Ward, return to the Bus. By tracing the rare materials that were used on the small device, they discover that Ian Quinn bought the supplies so that the cadets could build him a powerful weapon, which freezes any moisture around it.
Quinn tells Seth that he only wanted this deal if they could go unnoticed. He changes their deal saying he wants a demonstration. He claims that if they successfully start it, he will retrieve them as well as the device. Unbeknownst to them, he turns around and returns to his secure foreign compounds. Though Donnie is wary, the two cadets turn on the machine.
Coulson reveals that his earlier mission was to investigate where Skye came from. He tells her almost everything. In the lab, Fitz-Simmons notices a large mass on the radar, indicating a large hailstorm caused by the device.
Seth is excited that their "demonstration" is a success, but Donnie realizes the danger and tries to power down the device. In order to save the trainees, May flies the Bus through the eye of the storm and the team rescues Donnie and Seth, who, along with the device, has just been struck by lightning. The two enter the plane.
May flies them all out to safety but Seth is unable to be saved. Donnie is affected by his friend's death. Blaming himself for Seth's death, Donnie is taken by Agent Weaver to the Sandbox. May confronts Coulson about telling Skye her past. Skye looks at the Wall of Valor to find Agent Avery's name; instead of being discouraged by the tragedies of her life, she gains new hope in S.H.I.E.L.D. who had been protecting her the whole time.
While driving away, Donnie discovers that somehow he received cryogenic powers from the device.
Coulson calls Ian Quinn to tell the villain that he is now on S.H.I.E.L.D.'s watch list. Quinn thanks Coulson for the warning message and gives him another of his own: "The Clairvoyant says hello."