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At a dock, a shady man steps off a boat. As he walks up the dock, the lights go out as he passes. When he asks for a ride from a fisherman, the man refuses. He wipes the power of his truck and, because of the seaman's refusal, he drains his life energy. He sits in the driver's seat and a S.H.I.E.L.D. wrist tag reveals his name to be Marcus Daniels.
Simmons begins doctoring Ward's wounds. Ward tells his fake story about the HYDRA invasion of the Fridge and that the prisoners are all free. After Fitz asks, Ward claims to have shot Garrett dead for being a traitor. He tells his fellow agents that he was only able to reclaim the flash drive with the important data from the Bus, which he needs Skye to unlock. Before she can do this, however, Coulson asks her to track potential leads on Marcus Daniels. Coulson wants to take the plane which brought Grant to the secret base, as well as a team, in order to recapture the escapees. He begins with Daniels because he knows where he might be heading.
Agent Koenig refuses to allow anyone to leave because he did not even expect the agents and he believes they could potentially leak the secret location to HYDRA. Koenig only agrees to allow them to leave after completing "orientation". He shows all of the agents his high-tech lie detector which seeks the truth through "96 variables" in order to test their loyalty to S.H.I.E.L.D.
He interviews the agents one at a time, asking questions about name and immediate family to begin with. He gives them several other questions to test them and they all pass, after their answers to why they are actually at Providence. Grant is the final agent to go through orientation.
Coulson prepares his team-Fitz, Simmons, and Triplett-to track down Marcus Daniels. He explains that a bullet will not kill Daniels since he can absorb the energy from the shot. Fitz begins designing something that may be useful.
As Ward is being cross-examined, Koenig notices fluctuations when he is asked about his reason for being at the base. He grabs a pistol, and asks his follow up: if he is associated with HYDRA. To avoid the detector's sensors, he says yes, they all are since the evil organization infiltrated S.H.I.E.L.D. Pointing the gun at him, Koenig asks more questions, as Ward's results go haywire. Ward ultimately reveals that Skye is his reason for being there; this is actually the reason, though he has bent the truth. Koenig puts his gun away as this is the truth.
Equipped with his lanyard, Ward runs into Fitz in the hallway. Fitz claims that Triplett is a bad person but Ward realizes it must have something to do with Simmons and he urges Fitz to tell her how he feels.
May confronts Coulson saying that she wishes to fly this mission because she knows how personal this is with Coulson. He orders her to stay since she is set on following her orders.
After the team leaves, he tells Fitz-Simmons that Daniels is likely looking for Audrey Nathan. While running in the park in Portland, Oregon, Audrey is confronted by Marcus. She is taken by Triplett and Simmons, who claim to be the CIA, while Coulson and Fitz try to overload Daniels with floods of light. Daniels informs them that in the Fridge they made him stronger. He blasts them with energy and disappears, following after Audrey again.
While showing Koenig her results, Skye realizes that Koenig is tracking them through their lanyards. She realizes that if they could hack NSA satellites, they might be able to track HYDRA after leaving the Fridge. As Ward enters, Koenig hides his tracking tablet and Skye and Ward convince him to allow them to tap into the NSA satellite feed. Skye reveals to Grant that the flash drive is location encrypted, meaning that the bits of data can only be accessed from certain locations.
Audrey easily sees through Simmons and Triplett's lies and realizes they are with S.H.I.E.L.D. She recounts her story of her previous encounter with Marcus Daniels and with a S.H.I.E.L.D. agent: Phil Coulson. She knows she can trust S.H.I.E.L.D. because of Coulson keeping his promise to capture Blackout. Audrey is still under the impression that Phil died before the Battle of New York. Coulson listening from the next room wants to keep it that way. He does not like Fitz's plan to lure Daniels to them using Audrey, but he finally agrees.
Ward enters the Bus with a gun, ready to shoot Agent May, but he doesn't after he finds out that she is leaving the base. He returns to Koenig who is impressed with Skye's entry into the satellite feed. Ward then shuts the door on the two, with evil intentions in mind.
In a concert hall, the agents tell Audrey their plan. She reluctantly agrees, as they set up gamma ray launchers created by Bruce Banner.
Skye checks the feed but finds nothing at the Fridge. Ward tells her that May has left and reveals that he never really had feelings for May. He pours a drink for himself and Skye. As they talk, Ward claims to not be good. He says that in his childhood, his older brother made him beat up his younger brother. The two share a kiss, but Ward leaves after Skye finds blood on him. Claiming it is from one of his wounds, he tries to wash it off.
Sitting in the theater box, Coulson tells Fitz that the reason he keeps his return to life a secret from Audrey is to protect her. Audrey begins playing her cello, and soon Marcus Daniels shows up. The agents try to shine the bright spotlights at him, but he takes them down. As he nears Audrey, Coulson steps out to blast him with energy, causing Daniels to explode, and knocking Audrey back in the explosion.
While Ward is away, Skye notices Koenig's tracker and sees that Eric's signal is coming from a side room. She tracks him to a closet where she finds his corpse above her. Skye quickly hides in a bathroom as Ward nears her. Skye begins breathing heavily, realizing that Ward is with HYDRA.
Coulson comforts Audrey, saying that he is still there with her, but when she opens her eyes, she only sees Simmons.
As Ward searches for Skye, he checks the dead body's hiding place, but finds it apparently undisturbed. Skye, behind him, says that the reason she went away is because she was scared after Ward's shocking revelation. They kiss again, and Grant lies, telling her that they have been ordered by Coulson to go to Coulson's team's aid. When Skye tries to retrieve a few things, Ward insists they leave immediately in the Bus.
As Coulson, Fitz, Simmons, and Triplett fly back, Coulson tells Fitz that he plans to make things right with May because he does not want to leave things unresolved. When they arrive at Providence, the Bus and the rest of the team are missing.
As they fly, Ward reveals that they are flying to Peru instead of Portland, in order to unlock the specs for the 0-8-4 on the hard drive.
In Ontario, a car pulls over to allow May inside. Melinda May's mother is somewhat surprised that May called her, but she tells her mother that she needed someone she trusted. May's mom gives her contact information, which is revealed to be for Maria Hill.