Original subtitles

Previously on Marvel's Agents of S.H.I.E.L.D...

What is this place?

It's a safe house for people with powers.

Simmons has been working around the clock on these.

So these take my powers away? Are there side effects?

A few.

Bobbi and I work for an organization

that came out of the wreckage from what Fury left.

Who the hell are you working for?

The real S.H.I.E.L.D.

There's nowhere to go!

It appears Hunter escaped using one of the ship's submersible pods.

I know Coulson. His behavior's grown increasingly more troubling.

Coulson and his secrets, that's the threat.

And I think it's time that we remove that threat.

I want to go back in.

Today, world leaders are scrambling for answers

after S.H.I.E.L.D. was crippled

by a series of devastating attacks.

No one seems to be sure

how long the terrorist group known as HYDRA

has been operating within S.H.I.E.L.D.'s ranks,

but today they made their presence known when they destroyed...

I can't feel my arm, Mack. I can't feel it.

Tim, I'm gonna need you to trust me now, buddy.

It's gonna be okay.

Once affiliated with the Nazi party...

Always with the Nazi stuff.

Now, which one of you is the Chief Engineer?

I ask one more time and then I start shooting.

Who is this ship's Chief Engineer?

It's me. I'm... I'm Chief...

No! No! No, he's lying to protect me. I'm the one you're looking for.

No! Tim! No! No!

I don't like liars.

So, with that in mind, where are the ship's schematics?

Get down!

That man just died because of you.

How many more you want on your conscience today, huh?

What the hell is that?

- Watch out! - Watch out!

Weapons down.

Gotta get you a gun one of these days.

Saving my bullets for the real fight.

- You all right? - Yeah.

What is that thing?

My phone.

Needed a distraction, and we used all of our other gadgets getting into the ship.

HYDRA's everywhere, Mack.

Hey, this isn't over yet.

Okay.

Time to get moving.

What's the plan? What are you even doing here?

Fury left us orders.

To do what?

To save S.H.I.E.L.D.

Sir, I've gotta say, this is quite an honor. I know how much Lola means to you.

Figured you earned a peek under the hood.

But not without supervision.

Of course not. Wouldn't have it any other way.

Sir, no sign of Hunter.

He must've taken off right after Mack saw him.

Guess you were right. Permanence isn't his thing.

I believe any reservations that he has are about me, not S.H.I.E.L.D.

Honestly, I let things get out of hand between the two of us.

- I take full... - Don't.

Hunter's not your responsibility. He's my agent.

That's why I've put out feelers of my own.

We'll see soon enough where he stands.

Well, let me know if there's anything I can do to help.

The path we've chosen

doesn't leave a lot of room for trust, does it?

It's a little weird here, but I'm settling in.

I've played a couple dozen games of Solitaire.

It's a lonely game, that Solitaire.

Well, May will head there soon. So don't give up on Solitaire just yet.

And who do I have to thank for the Little Debbie Snack Cakes?

That was Coulson's idea.

But I did pick you out some nice gluten-free biscuits.

Ah!

Yeah, I'll... I'll look for those.

Have you tried on the gloves yet?

I have not. But I will.

Well, when you're feeling up to it, it might be worth giving them a go.

They're obviously just a prototype,

but they're laced with a micro-thread I designed,

which should accelerate your healing and dampen the vibrations.

I just want you to be safe, Skye. You know that, right?

I do. It means a lot, Jemma. Thank you.

Okay then. Call me if you need anything.

I will. Bye.

How's your science experiment going?

I told you, Leo, I'm only trying to help.

Whatever, Jemma.

It's not the first time you've taken a look under Lola's hood, is it?

That toy car you gave me,

it's a perfect replica.

Well, almost perfect.

It doesn't fly yet, sir, but I promise you, I'm working on it.

That was unfortunate. But that's not what I'm talking about.

Oh, I'm sorry, sir. I'm not following.

Yes, you are.

I know Lola like the back of my hand,

so it wasn't too hard to find once I went looking.

I still haven't figured out what that component you put in there does,

but I'm having Fitz take a look now.

You could save everyone a lot of trouble by just telling me what it is you're after.

You went through rigorous testing when you joined my team.

Help me remember, what did you say

when I asked if you were loyal to S.H.I.E.L.D.?

I said I was, because I am. And that's the truth, sir.

Look, you've always been brutally honest with me, and I value that.

So I'm giving you a chance here, just tell me who you're working for.

I work for S.H.I.E.L.D.

So, you wanna do this the other way?

Okay then.

I've lost too many friends to HYDRA.

So have I.

You're not in this alone, I know that much. Are you working with Hunter?

Or is he just a pawn in this, too?

Oh, God! Get May on the line! Now!

I told Coulson there was no way. I hate being wrong.

Please, okay? There's no need for the gun.

I can explain.

Can't wait.

I work for S.H.I.E.L.D. I do. I swear.

But you don't.

Try again.

What Coulson's doing here, this isn't S.H.I.E.L.D.

Not the real S.H.I.E.L.D. anyway.

The last person who betrayed me, I broke his larynx.

Hand that over.

May, it doesn't have to be like this.

I didn't want this.

Damn it!

- You three, find him. - Yes, sir.

The rest of you, follow me.

Right, let's go.

It's us. Found Fitz.

Talk to me.

It's Bobbi. She set off some kind of EMP. She's gone.

Mack too.

He embedded a scanner into Little Lola's engine.

It was programmed to find anything with Vibranium.

That's how Bobbi knew where to look.

She has Fury's Toolbox.

Go. Find her.

We can't let them escape.

We won't.

I'll make my way to the Server Room and initiate a manual lockdown.

They know all of our protocols.

We handed Mack the schematics of our base.

They don't know everything about this place. Not like we do.

She said she was working for S.H.I.E.L.D., Phil.

The real S.H.I.E.L.D.

What the hell does that mean?

We're running out of time, Mack. I need to find him.

Conference room is up ahead. If he's not there...

Commander Gonzales, wait.

- We're not HYDRA. - I've heard that before.

I'm Agent Bobbi Morse. We're here under Fury's orders,

protocol A-S-T-A-0-6.

Thank God. It's been a bastard of a day.

Sir, our mission is to get you off the ship.

That man there had an ax.

Now I have it.

Still left quite a mark.

Agent Morse...

Coulson and May knew something was up. I had to go to plan B.

What about Mack?

Unclear. But I have the Toolbox.

Good work.

Any word on Hunter?

We're still trying to track the evac pod. No luck yet.

Have you found the girl's location?

No, but if Coulson knew something was up,

he probably took Skye somewhere far away from here.

Whoa...

Hello, this is Jemma Simmons.

Please leave a message.

Hey, Jemma, it's me. Um, can you call me back?

I put the gloves on, but are they supposed to make you feel woozy?

Maybe that's just a side effect.

Also, are they supposed be this tight? I'm not complaining, I'm just wondering.

Anyway, call me back when you can. Okay, bye.

Whoa.

Oh, Fitz, why did you make me watch Paranormal Activity?

Hello, Skye, I'm Gordon.

May I come in?

So, what is the plan with that?

You...

- You can see? - Hmm...

Not the way you do, but I can see that you're afraid.

You don't need to be. Not with me.

- Who are you? - I'm like you.

And I've come here as a friend.

I can't imagine how it must've felt to go through your transformation

without any understanding of what to expect.

I had years to prepare, and still...

I was horrified by what I became.

Granted, I was younger. May I sit?

This couch is very uncomfortable.

I wish you wouldn't stare.

- Uh... - That was a joke.

I'm not very good at them.

I don't mind that you're curious, honestly.

And, yes, I used to have eyes. They were blue.

This...

This was the obvious change for me.

But what happens inside can be just as profound.

You see, the Mist changes everyone differently.

The real difference between the two of us

is what happened after we went through the Mist.

What do you mean?

I knew from an early age how special I was.

I had a mentor. A guide of sorts.

And the first thing she did after I transformed was embrace me.

Tell me, Skye, what was the first thing that S.H.I.E.L.D. did to you?

Stay together.

Bobbi!

Thank God, it's you. I couldn't find anyone.

Me neither. But we'll be safer now that we're together.

Right. Good. So what's next?

Found my three agents.

Let me guess. Unconscious?

Mack took them out, then disabled the bus. Any luck on the Quinjet?

Engine line's shot.

Looks like they don't wanna be followed.

They're not killing anyone.

Is this you looking at the bright side?

HYDRA leaves bodies behind.

Honestly, I don't give a damn who they're working for.

They took Fury's Toolbox.

I bet that's not the only thing they're after.

What does it feel like? Your gift?

I don't know. Um...

It's intense.

Like 1,000 bees are trapped inside of me,

and I feel it all the time.

It's always there.

I can't stop it.

Why would you wanna stop it?

Because I destroy everything around me.

That is simply not true.

Every object in this universe gives off a vibration, did you know that?

Nothing rests.

Animals, trees, people,

even this ratty couch.

And you, you have the ability to tap into those vibrations.

Don't you see?

You could become magnificent.

But something's inhibiting you, constraining your energy.

Uh... No. No, no, my, um, friend's a scientist.

She made these to protect me.

Or do they protect people from you?

No, it's not like that. My powers, I... I can't control them.

And when I try to, it hurts me.

Most gifts come with a price. But you could learn to manage it.

I apologize. I'm saying too much.

This is probably not the best place to continue our conversation.

You don't have the tools or the understanding that you need just yet.

To do what?

To be who you were always meant to be.

Without fear. Without pain.

We can offer that to you.

How?

I'll take you to a place where you can be with people like us.

Us?

How many are there?

You can learn about yourself, your gift.

You can be safe.

But only if you wanna come.

When you're ready, I'll find you.

- How will you find me? - Trust me. I'll know.

You know, we really should get going.

Yes, I know, but it's in here somewhere.

See, I don't think an EMP hit our base.

When those occur, the pulse typically wipes out

any electronic device that's powered up.

But anything that was off remains functional.

Here, take this.

But something different is happening now.

I think whoever did this set up a ghost interface

that's overriding our system directly. If I could just find this prototype...

You know what? Maybe Fitz has it.

We should go try to find him. Make sure he's okay.

Oh! Here we go!

What...

Coulson, May, I've got her.

Why is that not working?

There's something else.

Two down.

What the hell is that?

Fitz, don't!

Mack.

I'm not gonna hurt you, buddy.

I would never hurt you. You know that.

I just need you to trust me right now. Please.

When I was a kid, I had this coin collection.

But, one day, I couldn't find it.

I got so mad I punched the floor.

And it felt good at the time.

And then a week later my hand turned black and blue.

It was swollen out to here. I almost lost it.

It turns out, I broke my fifth metacarpal. Had no idea.

They call it a Boxer's Break.

You getting ready for a point here, Chief?

Yeah.

The most dangerous kind of pain is the kind you can't feel.

I got you, sir. I got you.

Not much of a trainee anymore.

Okay, guys, we gotta move. HYDRA's closing in on both sides.

His leg's bad.

Think you can clear a path to the top deck and ready the chopper?

An opportunity to kill more of these bastards?

I love your whole thing, you know that?

Hold out for them as long as you can. They'll be right behind you.

And, um, do you mind...

Could you give this to Hunter?

Bobbi...

He's gonna be pissed, you know that?

Yeah.

Hartley's gonna clear a path.

You think you can carry Gonzales to the top deck?

Yeah. What about you?

I'll meet you up there.

What are you talking about?

Fury gave me a second mission.

I need to get to the Server Core.

Once you get Gonzales off this ship, I'm gonna sink it.

What the hell are you talking about?

That disk will detonate every weapon on this ship.

There's no way you will make it out before you're 80 feet underwater.

Why would the Director do this?

Because of what's on this ship.

We're carrying a cargo that we can't let HYDRA get their hands on.

That's why I can't let you waste your time or your resources

trying to get me off of this ship when it's in play.

I'm coming with you.

Sir, all due respect, my orders are clear.

The Server Core's back at the Operations Center.

Do you know how many HYDRA agents there's got to be

between here and there now?

- Mack... - Look, you wanna get this job done,

you're gonna need all the help you can get.

I signed up for this. No one else.

Stop being so damn stubborn, Barbara.

You don't need to do this one alone.

He's right.

God help us, I'm still the Commander of this ship, Agent Morse.

Which means you have new orders.

We're gonna help you finish this job.

What is that?

It's a gift from Fury. A means to rebuild S.H.I.E.L.D.

What do you plan to do with her, sir?

That might depend on what she was planning to do with us.

Hopefully May will have some answers soon.

They're not trying to get out.

Don't...

I need you to get away from that wall right now.

Stay back. Stay back.

Fitz, you don't understand.

Fitz! Fitz! Fitz!

- Mack needs medical. - Right away, sir.

- You think HYDRA destroyed the wall? - What wall?

Back at the Academy. For fallen S.H.I.E.L.D. agents.

I'm not sure.

Sorry about Tim.

Stay back.

It's heavier than I thought.

Yeah, right?

What are you doing back here?

A few S.H.I.E.L.D. agents have gotten hold of the turret on the top deck.

They were fighting back, so I thought why the hell not.

It's ours now.

Wait. S.H.I.E.L.D. has the top deck?

And I heard from Vic. She's gonna hold The Hub.

Bobbi, what if we can take back the ship?

There's still 14 more decks,

and we're outnumbered 3-to-1.

The ship is already lost. And if we want S.H.I.E.L.D. to survive...

We need to push on. We're running out of time.

There'll be time to explain everything to him.

And if he's as good a man as you say, he'll understand.

Still no sign of May?

We'll find her.

Agent Mackenzie's stabilized.

- Any others injured? - None.

I'd like to officially withdraw my concerns

about using the dendrotoxin gas.

It's got style.

If only someone were taking minutes.

Where do we stand with Agent Skye?

Our techs found the Quinjet's flight recorder.

Looks like Coulson took her to, uh, The Retreat.

Really?

Bold, taking her to the house that Banner built.

That's why I'd like to take a team of tactical agents and retrieve her.

Sends a pretty aggressive message, don't you think?

Skye doesn't mean anyone harm.

It doesn't mean she can't harm anyone.

If Coulson put her at The Retreat, he thinks she's dangerous, too.

Then I'd like to join. A familiar face couldn't hurt.

I'll update Agent Oliver with our status.

Good. We'll be in touch.

Yeah, I've got it.

Agent Weaver.

It's been a while.

- You're working with them? - I could ask the same about you.

I went to the Academy to look for you, but you weren't there.

We didn't even know if you were alive.

If it weren't for Agent Calderon, I wouldn't be.

He co-opted a squadron of Quinjets to come to the Academy.

He saved us.

If it weren't for him, we would've lost even more

young, talented minds that day.

- Then why are you... - Why are you betraying S.H.I.E.L.D.?

Phil Coulson has no right to call this S.H.I.E.L.D.

We obviously have a lot to discuss, but right now, I need your help, Jemma.

Agent Mackenzie's injuries have stabilized,

but I need you to take a look, see if we missed anything.

There are few whose opinion I value more,

and we could use your expertise.

Wait outside.

Nice office.

Lots of light.

You haven't even delved into the record collection.

I have no plans of moving in.

- You may not know who I am, but I... - Oh, no.

I actually know quite a bit about you, Robert.

You started in S.H.I.E.L.D. young, like me.

Dropped out for a while when your wife passed,

but then came back with a vengeance.

Rose to command the Iliad three years later.

And by all accounts,

became one of the best Commanders S.H.I.E.L.D. ever had.

I know this because I spent months searching for you

when S.H.I.E.L.D. fell.

Because I'd heard you were a good man.

'Cause I wanted you on my team.

I wish I could say the same.

I wish you were the man you were even two years ago.

But by all accounts, you're not.

You didn't know me then, and you don't know me now.

I know that Fury brought you back from the dead.

Right. I didn't ask for that, but I've come to appreciate the gesture.

That he filled your veins with alien blood.

God knows what that did.

Weaver thinks it made you into some kind of a messenger for an alien race.

Can you say with certainty that that's not true?

And we haven't even begun to talk about your protégé,

Skye.

You two have a lot in common. At least you once did.

What happened in the alien city, Phil? You say that you're the Director.

So did she drag you down there kicking and screaming, or were you curious?

I went to Puerto Rico to destroy the alien city

and stop Dr. Whitehall.

And that's what we did.

In part, that's true. And that's why I wanna give you a chance.

To be the good man I know you once were.

We believe that Fury kept a lot of what he did from the World Council.

That he had objects and people of terrifying power

hidden across the globe.

We wanna find them.

And we wanna make sure that they don't destroy the very world

that we fight so hard to keep safe.

Show me how to open it.

- Hello? - Skye.

May, what's happening? I couldn't connect to you guys.

You need to get out of there. Now.

What? Why? What're you talking about?

There's a panel on the southwest corner of the compound.

It'll let you bring down the laser grid fence.

May, stop.

You can do this, Skye. I believe in you.

But you need to run. Now. They're coming for you.

- Who? Who's coming for me? Who... - S.H.I.E.L.D.

May? May?

Oh, my God!

Do not approach the target alone.

You see her, you send up a flare.

Remember, Skye's a S.H.I.E.L.D. agent like one of us. ICERs only.

Come on, move!

Mack!

- Where's the Server Core? - Behind here.

Take that exit. Same deal as before.

Get everyone you can off the boat.

I'll wait to blow the ship as long as possible.

What about the agents we don't find?

They're out there fighting, dying right now to take back this ship.

You're just gonna blow them to kingdom come?

- Fury's orders are... - Look, Fury's dead!

He's not seeing what we're seeing.

He's right, Bobbi. We already took the top deck.

Director Fury left orders, and we're gonna follow them.

HYDRA will not get this ship and its cargo.

- They won't. - We'll kill every last one of them.

You know we can do this.

Since when do you not fight for what you believe in?

You have your orders, Agent Morse.

This is not a democracy.

Maybe it should be.

We can't keep pretending that everything's the same

as it was yesterday.

I mean, look around. Half of our friends are either dead or have turned.

This isn't a time to go down with the ship.

We need to do something. We need to stop this.

We're taking back this damn ship, whether you like it or not.

Let's just hope we don't live to regret this, Agent Morse.

Let's just hope we live.

- Weapons ready. - All set.

- Hold it! Hold on! - I'm outside.

Let's go.

Get back!

I was wrong that day.

Had we followed Fury's orders,

hundreds of men and women who'd devoted their lives to this organization

would be dead.

If I had been the man in charge,

they'd all be lost.

So now you all operate as what?

Five friendly faces who agree on everything?

I don't see the other four here talking to me. Just you.

I have no desire to be the Director.

You think I did? Fury chose me.

He made you.

You are literally his creation.

He thought of himself as some kind of king

and made damn sure that he had an heir to the throne.

Try and remember, Project Insight was Fury's idea.

Secrets are what brought S.H.I.E.L.D. down the first time.

And we won't let that happen again.

If you wanted to talk to me, Agent Gonzales, you should've talked to me.

You put spies on my team, invaded my base, hurt my people.

Fury's secrets didn't bring down S.H.I.E.L.D., HYDRA did.

I wonder if you really believe that.

Guard, get this to Weaver, Fitz-Simmons.

It may take some time, but they'll figure out how to open it.

You really think they're gonna help you?

Everyone on your team is a S.H.I.E.L.D. agent.

We'll let them make their own decisions.

Already made mine.

That was a really nice entrance.

- This should get you by for a few days. - Wait, what're you talking about?

You have to go. Now.

- Fitz-Simmons... - I'll take care of them.

Without you, there is no S.H.I.E.L.D.

They know about Skye, Phil. Find her.

Agent May.

Weaver ever tell you what happened

to her at the Academy that day?

HYDRA released an Enhanced on them.

Found Weaver fighting to protect the ones that were left behind.

She was actually going toe-to-toe with that monster.

That's not Skye.

All agents, converge on that sound!

No! Skye!

Oh, my God.

Gordon, help.

Would you like to go home?

That's a lot of umbrellas for one drink.

Let me guess, she got the house.

Two of whatever he's having. Sorry I'm late.

An evacuation pod will wash up where and when it wants to.

Maybe a couple of those little umbrellas if you have them?

Yeah.

So how've you been? Anything new?

Same old, same old.

So you finished your vacation?

Absolutely.

You know, I never did understand the appeal of cruise ships.

I almost forgot...

What's that?

You offered me a permanent position. Consider that my contract.

So what's the plan, boss?