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In a prison, an inmate attempts to sit by a mysterious man but is sent away by him. Three men wearing centipede implants drop in. They take down the security officers and take the man with them.
Looking over files, Skye finds a potential agent who could be her mother. Coulson informs her that May is also helping to search through more high-security files. In the cargo bay, Ward and May spar. She knocks him down, because she has read his files and has become familiar with him. Coulson calls the agents to a briefing meeting concerning the incident at the penitentiary.
They discover that these men have the centipede implant. Coulson identifies the person they retrieved to be an ex-marine named Edison Po, who was arrested for stabbing a "friend's" eye. Coulson informs them that they will be working with Mike Peterson, who has been busy training at a S.H.I.E.L.D. training facility.
On the bus, May expresses her distaste in the thought of bringing Mike onto the plane, as she still harbors anger in her failure against the super-soldier in their previous fight. Ward is skeptical of Mike's state but Fitz-Simmons and Skye insist Mike has to be in a stable state. Mike attributes his biological stability to them. He informs Skye that his son Ace is all right and staying with his sister still.
Coulson insists on Mike going to the lab so that the agents can find his limits. Fitz is curious of the centipede implant, however they are both curious of how he was made stable but he mentions it was their night-night gun.
Coulson and Ward drive in Lola to confront the sister of one of the identified centipede bearers at her college. As they drive, the two talk about Coulson's relationships, specifically a lost love with a cellist due to his accident before the Battle of New York.
Skye thanks May for helping her find her mother. May tells her to focus on the mission. Skye plays a piece of surveillance footage for May and, using lip-reading technology, she plays a sound clip of the man who said "the Clairvoyant does not like to be touched." Mike drops in to reveal that he knows the mysterious woman from the footage, revealing her to be named Raina.
In a warehouse, Raina talks with Edison about the super-soldiers and the project's having to run from S.H.I.E.L.D., who is working to stop them. All of the upgraded super-soldiers are revealed to be wearing multiple centipede implants. Edison then tells her that it is time they stop hiding.
At the college, Coulson communicates with Skye and May about Raina. Grant confronts the sister of the centipede project test subject, and, using technology in a business card, they are able to track down the location of the centipede project's base of operations in Oakland, California.
May flies the bus to their desired location. Skye talks to Mike about Ace. Mike is not allowed to tell his son everything about his job, but he is happy his father is employed. Mike is given his new state-of-the-art suit. The agents plan to move in slowly so they are undetected. There is no sign of enemy presence until the opposing super-soldiers reveal themselves. Due to the high levels of extremis toxin in their bloodstreams, a single shot from the night-night pistol is not enough to revert the toxin's effects; the soldiers are still powerful. During battle, Mike is stabbed by a pipe. He still fights and knocks down one super-soldier. Coulson interrogates him but the man becomes irritated and his eye begins showing blood.
Looking at a video feed through this man's eye, Raina and Edison discover that Coulson had intervened and that Mike still has powers though he was not injected recently with extremis.
Fitz cross-examines the eye of the soldier and the implant previously in Akela Amador. The centipede project also created the prosthetic eye.
After talking with "the clairvoyant", Edison informs Raina that he will tell the information when he is ready. She tries to find out about this mystery informant but he tells her he does not want to hurt her, since the clairvoyant is supposed to remain a conundrum.
May scolds Grant for taking a punch for her. Skye overhears this conversation, and May angrily tells her that if she cannot put personal matters aside, she should leave. Skye then goes to her room where she tears up the pages of research she has on her mother.
Mike sees Coulson in his office but Coulson is curious as to why Mike has not seen his own son since entering the training academy. His reason is that he has regrets about his rage the last time Ace saw him. After Coulson tells Mike to think about his son first, Mike calls Ace, who is playing with his action figures. Ace wants to see his dad and introduce him to a new friend: Raina.
Coulson informs the agents of the demands Raina made to Mike, saying that Mike will give himself up for his son's safety. After going to the rendevous point, Coulson escorts Mike to the exchange. Fitz-Simmons applies an odorless tracking chemical to Mike so that they can follow him after the deal. Grant watches through a sniper rifle's scope but cannot get a clear shot at any of the super-soldiers or Raina.
Raina thanks Mike for bringing Coulson to her, as the true exchange she had in mind was Ace for Coulson. Mike grabs Raina's neck but Coulson convinces him to let her go so that he can get his son back. Coulson willingly steps forward to go away with the centipede agents, who sedate him and drag him away. Carrying his son, Mike walks away, but is overcome with so much grief that he leaves Ace with Skye and charges at Raina. He is unable to get near enough to her before the equipment around their rendevous point explodes, killing him in the blast. Next, the car that originally brought the members of the centipede project explodes, but a helicopter flies away from the scene.
In the helicopter, Coulson comes to Raina. He says that he will not tell her anything. The only thing she desires is for him to tell everything that happened the day after he died.