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In Washington, D.C. Maria Hill talks on the phone complaining about the destruction of S.H.I.E.L.D. and now having to work for Tony Stark. She goes on to say that the government is having her followed, with various people around her not doing a good job of undercover. Suddenly those people are all knocked out, and she tells the person on the phone, Pepper Potts, that she will call her back. Hill draws her gun, and May appears. She tells Hill that Coulson needs help, and that he is at the Providence base. She also states he knows about the cover up and T.A.H.I.T.I. The police arrive and May is gone.
At Providence, Fitz-Simmons, Triplett, and Coulson go over surveillance footage of May leaving, and Ward and Skye getting on the bus and leaving. The bigger question is where is Koenig? There no evidence of him on surveillance, and all the communication lines are cut. Coulson blames himself for May leaving.
Fitz-Simmons go to make food, hoping it will help cheer them up. Fitz heads to the kitchen and Simmons goes to the pantry to get the food.
The throughout Providence change as night and day change, and Fitz realizes one in the hallway is day, and one in a bathroom is night. Fitz goes in the bathroom to check on the picture. At the same time, Triplett asks Coulson what he thinks is going on. At best, he states, Koenig knows something and sent Ward and Skye on a mission. Simmons gets flour for the pancakes and as she’s about to turn off the light, she notices a trail of blood in the doorway. Coulson states worst case, they’ve had a wolf in the herd the whole time. In unison, Fitz pulls a knife that has been holding the night picture, allowing the day picture to come up which has writing on it that says “Ward is Hydra”, and Simmons screams as she finds Koenig’s body.
On the bus, they are on their way to Skye’s destination site to supposedly decrypt the hard drive. Ward asks why the location is in a diner in New York. Skye states it is where her whole journey with S.H.I.E.L.D. started. Ward takes a gun that Skye has at her back, saying they don’t want to get caught because of a concealed weapon charge. Playing along Skye says he’s right. Ward holds Skye and tells her that she’s safe with him.
Fitz is in disbelief that Ward is part of Hydra, and that it is impossible because he was friends with all of them. Simmon’s examines Koenig’s body, and confirms it had to have been Ward with the time and cause of death. Fitz begins to throw things and Coulson tries to calm him down, telling him he needs to redirect his feelings to do the task at hand. They also realize Ward must have killed Agent Hand, and Garrett is still alive.
Ward and Skye make it to the café, and while Ward is hoping for it to only take a few minutes, Skye tries to stall telling him it will take at hour if they are lucky.
As Fitz gets communications running again, Triplett and Coulson realize the only reason Ward came back was to use Skye to access the hard drive. An alarm goes off that there are people outside and they have set off the gun turrets.
In the café, Ward grows more and more impatient about decrypting the drive. Skye tries to alert Coulson of their whereabouts but her access is quickly denied. Two policemen walk in and Ward starts to get nervous.
At Providence, the team have guns drawn, thinking it will be impossible for anyone to get in. Someone as simply unlocked the doors, and they move back. Coulson realizes the people breaching are not Hydra but military. Colonel Glen Talbot speaks over a bullhorn and Coulson asks how they could have possibly gotten in, let alone, even known the base existed. Maria Hill walks in and states she told them.
A man is leaving flowers at a gravesite when he sees someone has dug to a grave behind him. May crawls out of the grave, holding something. The man looks into the empty coffin and the tombstone reads “Phillip Coulson." May gets into her car and opens a tube holding a jump drive. She plugs it into her computer and it is a video, “Classified Level 10, T.A.H.I.T.I. supervisor to Director Fury, Final Report.”
Talbot begins to interrogate Simmons and the rest of the team. He tells them at best they will not spend too much time in jail, maybe even getting some credit for time served.
Hill speaks with Coulson in another room, and Hill tells him to jump on board with her, give Talbot enough information to satisfy, but no big secrets. Coulson can’t believe that she is still keeping secrets, and that she and Fury should have trusted him after T.A.H.I.T.I. He then tells her about Garrett being alive, and Ward being his man. He tells her Ward has Skye and that is where they were headed. Talbot walks and, and trusting Coulson, Hill and Coulson fight Talbot and the guards, and leave.
Back at the café, still stalling for time, Skye begins to talk to Ward about how much it must have hurt Ward to learn Garrett was Hydra, after he had trusted him for so long, and been a friend. She keeps going, asking if Garrett were standing there right now, if Ward would tell him how disgusting and vile he is. Ward notices a police car pulling up, and the cops inside starting to clear people out. Ward realizes Skye is talking about him. Skye then shows on her laptop that she’s tipped off the police about Ward being a fugitive. A gang of cops then tell them to put their hands up, and Ward tries to fight them off. Skye runs out with her laptop and the hard drive. Trying to get herself arrested, she pushes a police officer and they being to put her in cuffs, but they hear shots fired. Ward has broken free and shoots the cops around Skye. She jumps into the police car but Deathlok quickly stops her.
Back on the bus, Deathlok tells Ward Garrett had sent him, in case something like this happened. Deathlok tells Ward he has five minutes from Garrett to get Skye to decrypt the hard drive. Alone, Skye starts hitting Ward, and he handcuffs her to the stairs. He tries to explain that he was on a mission but that his feelings for Skye are real. She yells at him, calling him a Nazi because of his allegiance to Hydra, and how he was probably behind her getting shot by Quinn. He tells her he had nothing to do with that but she doesn’t believe him. She tells him she will never decrypt the hard drive.
Deathlok tries to decrypt the drive himself but it doesn’t work. He then receives a message through his eye that Garrett is done waiting, and to go to Plan B to get unlock the drive.
Ward and Garrett walk to the hanger where Skye is and Skye tries to reason with Deathlok/Mike that they will figure out a way to help him, so he’s not under Garrett’s control anymore. He asks her how to unlock the drive and she refuses. Instead of hurting her, he shoots a disk at Ward and it starts giving him a heart attack. Deathlok states he can stop it, only if she tells him how to unlock the drive. With Ward’s heart almost completely stopped Skye reluctantly tells Deathlok they have to be at 30,000 feet in the air in order to unlock it, not any place specifically. He jump starts Ward back up.
Ward is about to take off on the bus when another plane is in their way. Ward realizes it is Agent Hill and the team. Ward tells her he is leaving, and realizes they will not do anything with Skye onboard. He takes off and Hill states she hopes that was enough time. As the bus is taking off, Coulson has managed to get onto one of the wheels.
Inside, Coulson finds Skye in the interrogation room. She tells him they know how to unlock the hard drive, and he says it’s OK and they just need to get out of there. Skye asks how Coulson took out Deathlok. Coulson, not realizing Deathlok was on board, suddenly comes face to face with him. Coulson quickly opens the hanger door, and with Skye they jump into his car Lola, and drive out. Lola equipped with hover engines by the wheels, ensure their treacherous but OK landing.
Coulson talks with Hill in a motel, talking about going after Ward and Garrett, speaking as if they need back up on a specified mission. Hill brings him back to reality stating there is no one out there, that S.H.I.E.L.D. is gone, that the “mission” is just personal. She tells him he should break up the team, have everyone go their separate ways. She then leaves.
Coulson goes outside by the motel pool where the rest of the team are, telling them to take the night off. Skye looks at Coulson and tells him they will get Ward and Garrett. She states she left them a present on the hard drive. They then just sit and look at the sky.
Coulson goes into his room and May is there. She pulls out her laptop telling him he needs to see this. It is the video from the T.A.H.I.T.I. supervisor to Fury. She hits play and Coulson comes up on the screen. In the video, Coulson is telling Fury that he thinks T.A.H.I.T.I. project should be stopped. Too many side effects occur, and the only way to stop them is by memory replacement. Coulson realizes now, he was actually the one behind the T.A.H.I.T.I. project.