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An escaped prisoner from the Fridge, Marcus Daniels, walks by a pier and the lights go out as he passes each one. He comes up on a fisherman and asks him for a ride. When the man refuses Daniels puts his hand on the car and the battery dies. He then kills the man with a single touch, draining him of life. He takes the fisherman’s truck, turning on classical music as he drives away.
Ward is getting treated for his cuts by Simmons, explaining to the team the Fridge was overtaken by Hydra, with all the prisoners being released, including Ian Quinn. Ward goes on and tells him the lie that he killed Garrett. He tells them he still has the hard drive from Skye, and for Skye to back it up. Coulson tells her before doing that to make a list of all the prisoners that were at the Fridge.
As Skye is going over the names, she mentions that some of them had superpowers. Coulson asks if one of them is Daniels and she shows a picture of him. He asks to start cross-referencing their records with current law databases. Skye states she doesn’t have enough power to do that and Coulson states he’ll ask Koenig to help. Coulson asks Ward if the plane he flew is operational, and since it is, he decides to go out after the prisoners from the Fridge. Skye and May warn all this may just be a distraction so they won’t know what Hydra is really doing. Coulson insists on taking a team out.
Koenig tells him that no one can leave the base. Coulson insists and Koenig tells them they have to go through “orientation” first.
Koenig shows the team a chair that is a 99 point lie detector that Fury himself designed. Koenig tells them they all have to go through a series of questions first before anyone is able to leave the base.
One by one, the team go through “orientation” and when Skye is finally finished, she walks out with her official lanyard and tells Ward it will be a breeze.
As Koenig is giving Ward the baseline questions, he notices spikes. He asks if Ward is in pain, and he tells him he is. Koenig tells him to stay as still as possible because it could give false readings.
Coulson tells Fitz-Simmons and Triplett that they will go out after Daniels. Coulson advises them of his powers, where Daniels was an assistant in a lab harnessing a power called the Darkforce. Daniels was exposed and is now able to absorb any energy, even from conventional weapons. Coulson states they caught him before by overloading his energy.
Koenig questions Ward and when asked about his duty and Hydra, the machine spikes, and Koenig draws a gun asking Ward to repeat his answer. Koenig asks why Ward is there, and Ward states it is for duty, which spikes the readings again. Giving him a last chance, Ward finally states he’s there for Skye. The readings level off.
With his lanyard, Ward stands alone in a hallway, pulling out a metal shard out of his finger, which threw off the lie detector. Fitz sees him and wishes it was Ward going and not Triplett. Ward figures it is because of Simmons, and Ward advises him to tell her how he really feels before it is too late.
May tells Coulson she should be flying on the splinter mission but he’s still uneasy about trusting her. She tells him that she past the orientation but he doesn’t hear it, questioning her if she knew what T.A.H.I.T.I. really was. She says she was ordered not to say anything. Coulson states it was about right and wrong, and to follow his orders or leave.
Ward, May and Skye see the rest of the team leave in Ward’s plane. Inside Coulson explains they are going to Portland because Marcus will be going to see Audrey Nathan, a girl he was obsessed with.
Jogging at night, Audrey stops as streetlights behind her begin to go out. She starts again and her MP3 player dies. She looks behind her and see Daniels, and she starts running. A car pulls in front of her and Simmons tells her she needs to get in and that they are CIA. As they leave, Fitz and Coulson drive up in a separate car. Fitz releases his drones and they project light onto Daniels. Daniels recognizes Coulson and the drones shine brighter. Daniels tells Coulson they experimented on him in the Fridge, which made him stronger. He then deflects the energy back at Coulson and Fitz, knocking them down. As they get up, Daniels is gone.
At Providence, Skye notices that Koenig is tracking them by their badges. She removes her badge to test her theory and then suggests that they get visuals on the prisoners when they escaped from the Fridge. Koenig realizes that she wants to hack the NSA surveillance satellites and says she crazy to even try it. Ward comes in and Skye appeals to him to help and explains her plan. Ward tells her it is a good plan, and suggests she back up the hard drive with the Bus’ information on it. She states she can’t because the encryption is location based. Koenig agrees to let her try to hack the NSA, and she tells them it will take about an hour. Ward now has an hour before they see him show up on that footage.
Simmons and Triplett talk to Audrey at a safe house, and she realizes they are S.H.I.E.L.D., not CIA. She states she doesn’t believe the reports of them being terrorists. As Coulson listens in, in a separate room, Audrey explains that Coulson saved her before from Daniels and they fell in love after that. She says she still thinks of him often, only knowing that he died on a mission. Fitz suggests to Coulson that they might be able to catch Daniels but only if they use Audrey as bait.
Ward goes on the bus to talk to May. She tells him the plane is ready to go, fueled for 10,000 mile trip. Ward is about to pull out a gun when May states she is leaving. Ward asks what he should tell Coulson, and May says that it doesn't matter because Coulson won't hear it anyway.
Koenig is in his office viewing the NSA satellite feeds when Ward comes in. He tells Ward that the images should clear up any minute, and Ward closes the door behind him.
Coulson is in a control booth in a theater as Simmons and Triplett take Audrey to practice at the same place she practices every day. They assure Audrey that she is safe. Fitz has rigged the stage lights to emit gamma radiation to overload Daniels.
Skye comes to see Koenig about the surveillance video, but he is not there. Ward comes in and states Koenig is sending the information to all intelligence agencies. Skye looks but the only feed she sees are that of rooftops. Ward tells her May left, and will not be coming back. Skye asks if he felt anything for her and he says no, but says that he does feel something for Skye.
Coulson tells Fitz to get ready, and Fitz asks why Coulson doesn't tell Audrey the truth. He wonders if Coulson is afraid to talk to her, but Coulson says that he can't stay because they have a job to do.
Ward states he was trained to keep his emotions in check, and Skye interfered with his training. She suggests that he shouldn't shut people out, but Ward says that he has to because there are things Skye wouldn't like about him if she knew. Skye insists that he's good, but Ward says he’s not. He says he lied to her, and that his older brother used to force him to beat up their younger brother. His parents were even worse, and Grant warns' that he's not a good man. Skye says that he is and they kiss... and Skye notices blood on Grant's jaw. He claims that one of his cuts opened up and he goes to clean up.
While she waits for Grant to return, Skye sees Koenig's pad and realizes where Koenig is in the bunker. She goes to find him.
Audrey begins to play and after a little while the lights in the performance hall flicker.
Ward washes off the blood from his jaw. He then washes Koenig’s blood off his garrote.
Marcus walks down the aisle and Audrey stops playing. He tells her to continue and apologizes for scaring her. He admits that he's a monster, but believes that Audrey is the one who can save him. After a moment, Audrey resumes playing and Marcus walks toward her.
Ward returns to Koenig's office, discovers that Skye is gone, and goes looking for her. Meanwhile, Skye goes to the storage room where the pad shows Koenig is. When she opens the door, a penny drops out of the doorjamb. She goes in and sees Koenig's corpse stashed in the ceiling. Looking at the pad, Skye sees Grant coming and realizes that he's the killer.
Marcus steps onto the stage, Fitz-Simmons and Triplett shine the modified stage lights on him. He blasts the three of them and then approaches Audrey. While Fitz checks on Simmons, Coulson runs to the stage and hits him with the stage light. Triplett recovers and blasts Marcus as well, and he finally explodes in a burst of darkness, throwing Audrey back several feet.
Skye goes to a washroom and cries uncontrollably, knowing that Ward is part of Hydra and he may kill her too. Ward calls to her from the hallway, and she searches the chemicals stored there for anything she can use as a weapon.
Coulson goes to the unconscious Audrey and promises that he's there with her. He then walks away before she wakes up. When she recovers consciousness, Simmons is touching her and Audrey says that she thought Coulson was there, but she just saw what she wanted to see.
Ward goes to the storage room and opens the door. The penny drops out of the jam, just like he placed it earlier. Skye steps out and pretends she was never in the storage room. Skye says she doesn’t know if she’s ready for everything with Ward. Ward asks if she’s freaked out but Skye kisses him and says that she's good. He tells her he wants to ignore the world outside and just spend time with her. He states that can’t happen though, and that Fitz has called them for their help. Ward tells them they have to leave now, but Skye says she has to get a couple things first. Ward grabs her and says they don’t have time. She doesn’t have a choice but to go along with him.
On the plane, Fitz asks Coulson if he's okay, and Coulson admits that he lied to Audrey but at least she's safe. He says that he'll tell the truth someday when there's a chance Audrey will understand. Right now, he plans to make things right with May because he can't expect Audrey to forgive him if he doesn't do the same. Simmons comes in and Coulson leaves. Simmons confronts Fitz about how he is acting around Triplett. Fitz, about to say something, thinks better of it and just says he doesn’t like change.
When Coulson's team arrives at the hangar, they discover that the Bus is gone.
Aboard the Bus, Ward is flying and Skye is in the cockpit with him. When she wonders if they're going to Portland, Ward says that that Fitz needs the specs on the 0-8-4 impulse weapon and Skye will have to decrypt the drive. She realizes she’s only being kept alive because she is the only one who can decrypt it. He then asks where they need to fly to for the decryption.
In Ontario, May walks down a road when an SUV pulls up. Throwing her bag in and getting in the passenger seat the driver, an older Asian woman, wonders why May called her. May states that she needed someone she could trust, and the woman hands May a manila envelope. The Asian woman says that her agency hasn’t fallen apart. The woman says that "she" won't be hard to find, and May tells her Mom that she just wants to talk to Maria Hill.