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At the Havenworth Federal Penitentiary, Edward Po is eating in the mess hall when a prisoner, Tiny, comes over and tries to sit down. Po tells him that the seat is taken. A man smashes through the roof near Po and takes out the guards, employing superhuman strengths. He tells Po that it's time to go and Po corrects him, saying that he should refer to him as "Sir." Two other super-powered intruders drop rappel lines down and Po and the intruder depart.
Aboard the plane, Skye is reviewing computer files on S.H.I.E.L.D. agent Katherine Shane. Coulson comes in to tell Skye that there's a briefing in five minutes, and recognizes Katherine. Skye wonders if Katharine could be her mother, and Coulson points out that even if she dropped Skye off at the orphanage, that doesn't mean that she's her mother.
Melinda takes Ward down as they practice sparring. He congratulates her on her technique and she points out that she's been checking his files on vulnerabilities. Grant starts flirting with her and Melinda tells him not to do it there, just as Coulson comes in and calls them to the briefing.
The team goes over the footage of the prison escape and confirms that the intruders were using Centipede serum injectors. Simmons figures that they used the research in Hong Kong to overcome the combustion problem. Po is an ex-Marine and tactical strategist who reappeared 18 months ago when he killed a man in a diner. The team needs help.
Mike Peterson is exercising at a S.H.I.E.L.D. training facility, pushing a bulldozer across a field. Coulson arrives and tells him that they need him to suit up.
Melinda tells Coulson bringing Mike on is a bad idea. Mike comes up and Melinda walks off. Coulson. The new agent insists that he's there to become a S.H.I.E.L.D. agent and do better, and asks for a shot at it. Coulson agrees to give him a second chance, but warns that there won't be a third.
Inside, Ward, Skye, and Fitz-Simmons are reviewing footage of Mike and Ward warns that Mike is a danger to the team. Coulson introduces Mike to the team. Skye brings up the information on Po but hasn't found anything. Coulson suggests that they check on what Po was doing in the prison. They've identified one of the intruders, Brian Hayward, a soldier in Afghanistan. He disappeared when he came back, and his only living relative is Laura, a sophomore at the the University of Ohio. Coulson goes with Ward to talk to her.
Later, Mike comes to see Coulson in his office and asks where they need him. Coulson says that he'll be staying on the plane and to let the scientists run some tests on him. Mike assures him that he's stable, but Coulson says that he wants to know his limits for Mike's sake as well as the team's.
As Simmons examines him, Mike explains that he needs increased food intake to power his energy. Jemma eagerly takes his measurements by hand and Fitz objects.
Coulson and Ward go to the university to talk to Laura when she leaves class.
Reviewing tapes, they see Raina, the girl in the flowered dress, was Po’s only visitor. Skye used S.H.I.E.L.D.'s lip-reading program on Po and confirmed that he said, "The Clairvoyant does not like to be touched." Mike comes in and says she recruited him for Centipede.
Raina comes in to see Po, who is holed up in a factory. She tells him that they've stabilized the serum and now they need the Clairvoyant's help to get to Stage 3. Po warns her that the Clairvoyant has trouble seeing the man they're looking for and his weaknesses. Raina states because of the S.H.I.E.L.D. team they need to move every few days. Po says that it's time to stop running.
Skye debriefs Coulson and Ward as they wait for Laura. They figure that Centipede wants Po to lead the super-soldiers that they've created. Coulson insists that psychics are a myth and suggests that it's an alias.
Ward talks to Laura and asks if she's seen her brother Brian. Ward states he’s a member of the Ohio State Gaming Commission, handing her a fake business card, and says that they want to tell Brian he's won $50,000. Laura says that she and her brother aren't close and she hasn't spoken to him since he got back from Afghanistan. Grant goes back to the car and Coulson explains that he used the lottery story so Laura would suspect something. They listen in on the bug in the business card as Laura calls Brian and tells him about the $50,000. Coulson traces the call to Oakland, Calif. and they take off.
Heading to Oakland, Skye comes to see Mike as he looks at a photo of his son Ace. Mike says that he called his son on his birthday and assures Skye that he'd do anything for his son. Coulson hands Mike his new suit, and says that it's time for him to get his shot.
Coulson arrives and says that they've traced Brian's cellphone to an abandoned factory eight miles away. Skye wonders why S.H.I.E.L.D. isn't sending in backup, and Coulson nods to Mike and says that they've already got all the backup they need.
Mike and Coulson go in while Fitz-Simmons confirm that there's no additional heat signatures in the factory. Skye picks up a strange electronic signal and tries to isolate it. On the other side of the factory, Ward and Melinda confirm that no one is there. Fitz dials Brian's number and they hear it ring just as Brian smashes his way out of a shielded cargo container. He throws it at Mike, who catches it. Another super-soldier comes at Ward and Melinda.
When Brian comes around the side of the container, Coulson shoots him with the night-night gun but the man recovers in a matter of seconds. Mike tackles Brian, knocking him back.
When the second super-soldier takes a swing at Melinda, Ward jumps in her way to take the blow. Melinda grabs two metal poles to try to take down her opponent, while the third super-soldier steps out and disarms Coulson. Brian finally stabs Mike with a piece of rebar, while the other two super-soldiers attack Melinda. In the van, Fitz-Simmons monitor Mike's diagnostics and warn Coulson that their new man is in danger. Despite his injury, Mike fights back and knocks Brian down. The other two super-soldiers run off and Coulson demands answers from Brian. Brian says that he won't say anything, and his eye explodes and he dies.
In a car some distance away, Raina and Po watch the visual feed from Brian's eye showing Mike and Coulson. She informs Po that Mike was one of their first subjects, and Po tells her that Mike has the key to Stage 3.
Back at the plane, Fitz-Simmons confirm that Brian's eye implant was identical to Akela's. Coulson tells Mike who Akela is, while Skye admits that they've upgraded their tech so that she can't trace the signal back. Simmons suggests that the Clairvoyant is the financier and Coulson goes to report to S.H.I.E.L.D. HQ that Centipede is one step ahead of them.
Po returns to Raina and says that he spoke with the Clairvoyant, and will share the information when the time is right. Raina asks what he's like but Po refuses, and warns that he killed the last person who asked questions.
Ward tends to his wounds when Melinda comes in and tells him to focus on the op, not her, when they're in the field.
Once Melinda walks off after telling Skye to focus on the mission, not her parents, Skye goes to her quarters and tears up her files. Coulson hears her crying and starts to go in, but then walks away.
Mike goes to Coulson’s office. Coulson thanks him for his help and figures that Mike will stay the course. Mike says that he wants to be the best but Coulson points out that he hasn't seen his son since Union Station. He wonders why Mike hasn't gone to see him, and Mike points out that the last time Ace saw him, he was a monster. Coulson says that he has to be with Ace to fix it, but Mike figures that his son is better off without him. The senior agent says that he and everyone else chose their lives with S.H.I.E.L.D. over normal lives, and admits that it isn't easy. He tells Mike to think about Ace before he makes his choice.
Back in his room, Mike calls Ace and says that he's going to be coming home to see him. Ace says that his new friend wants to talk to Mike and puts Raina on the line.
Mike tells the team that Centipede is offering to trade Ace for Mike. Coulson says that they don't have a choice and that he called S.H.I.E.L.D. to have them back down. Coulson explains that Fitz-Simmons has a scent-detection device that will let them follow Mike after Centipede takes him away. They'll buy some time for him to get his strength back and then follow him. Coulson promises Mike that they'll get his son back.
The team drives Mike to the bridge where Raina wants to make the trade. Melinda asks Coulson to let her go out with Mike. Coulson says that Mike requested that he go with him, and he wants Melinda in reserve if things go bad. She assures her boss that Ward is in position and Coulson gets out.
Fitz-Simmons rig Mike with the scent they plan to follow and Coulson leads him onto the bridge.
Ward sets up overhead and watches through a sniper rifle as Raina pulls up. She leaves Ace in the car and goes to the rendezvous with one of the super-soldiers. Grant realizes that he can't get a clear shot at Raina because the rendezvous spot is behind a truck.
Raina makes small talk with Mike, and Coulson tells her to get on with the trade. She tells Coulson that wasn't the deal, and Mike apologizes. He explains that the trade is Coulson for Ace. Mike lunges forward and grabs Raina's throat, and threatens to kill her if they don't hand over Ace. She tells him that her employer could care less about her and warns that if she dies, so does Ace. Coulson tells Mike to let her go, and Mike wonders why they want Coulson. He admits that he doesn't know and Mike wonders how he can look Ace in the eye and tell him what he did. After a moment, Mike apologizes again and releases Raina. Coulson says to finish it and Raina has the other super-soldier bring Ace over.
Mike runs over to his son and Coulson tells Mike that he understands he made the only choice he had. As Mike goes back to the van, Raina injects Coulson with a tranquilizer. Ward tells them to call for backup and says that he has the shot, but Melinda tells him not to engage and contacts S.H.I.E.L.D. HQ, requesting satellite support. Mike gives Ace to Skye and says that he has to make things up, and goes back after Coulson. As he runs there, the trucks on the bridge explode to either side of him. Raina's car, explodes as well. A helicopter lifts off with Riana and the others, and they open fire on Ward, taking him down.
As the helicopter flies away, Raina tells Coulson that the sooner they begin, the better. He warns her that whatever she has planned won't work, and she tells him that they want him to tell them about the day after he died.