Daniel Whitehall has a woman, Agent 33, hooked up to a hypnotising torture device. He wants her to join HYDRA but she says she never will. He has plenty of time.

Finally, we see the real Simmons, as opposed to the one bouncing around Fitz's muddled brain. Unfortunately, she's working for HYDRA. Is this sort of deep undercover situation or has Simmons gone just as much off the deep end as Fitz, albeit in a different way. The subject in her superior's file is Donnie Gill, the young boy from SHIELD academy who ended up with ice powers.

May is training Skye on using guns. Skye is imagining the targets are Ward but May tells her she needs to just see them as targets. May commends her for keeping her pulse steady. Lance stops by and apologises again for shooting them. May tells him to not be sorry… just wait. Hunter wonders if Skye has ever killed anyone, and she hasn't.

Meanwhile, Coulson is back from a failed mission to find Agent 33.

Donnie is Marrakech, Morocco, laying low. He's trying to hide from HYDRA but then he kills a man for revealing his location. It's then that some HYDRA agents immediately reveal themselves. He kills one and the other one runs off scared of suffering the same fate. He's interested in joining HYDRA and wants them to lave him alone.

Simmons returns to her apartment where she finds Coulson waiting for her. He's brought groceries for her, disapproving of her diet. Yes! Simmons is in fact working undercover. She tells Coulson about Donnie and her suspicions about his freezing powers. She's trying to move up in HYDRA's ranks but they're not promoting her. Coulson tells her that undercover is about the relationships she makes so she needs to make friends. She's already likeable, so just use half-truths. Simmons asks about everyone and Coulson replies that Fitz is doing okay.

Coulson debriefs the team on what he has learned, leaving Simmons' name out of it. Skye is tasked with interrogating Ward, who says that he was never loyal to HYDRA but Garrett. Ward says that HYDRA's recruitment tactics are to convince their targeted gifteds to join, capture them, or kill them. Skye disapproves of HYDRA's quickness to kill but Ward says this is why HYDRA has the advantage.

Donnie takes a ship hostage, based on information he took off the phone of one of the agents he killed.

Simmons is brought upstairs to be questioned by Whitehall's assistant Bakshi. She's concerned at first but learns that the reason she's there is because they're upset she didn't say she knew Donnie Gill. She keeps cool under the pressure, saying she just didn't want to corrupt her analysis, only having learned of Donnie's identity yesterday, far after she had done her research. She's questioned about her loyalties and said that her loyalties are with science. So long as HYDRA allows her to do her work, she will carry on there. Simmons is later told she is being brought along with the team to Morocco to get Donnie.

Agent 33 is still being tortured.

The team track the ship down, as it has frozen solid despite being in the middle east. They need to get to Donnie first or HYDRA will kill him. Fitz is upset he doesn't get to go with the team. He thinks the team are keeping things from him but Mack tells him they're just trying to keep him safe. Donnie is wreaking havoc on the ship and promises to kill every HYDRA agent that bothers him.

Fitz goes to visit Ward and confront him. As soon as Ward sees who has come to visit him, he begins to have a panic attack. Ward says it's good to see him but Fitz tells him to stop talking. Ward says he didn't want to hurt them and that Garrett expected him to put a bullet in Fitz and Simmon's heads. He gave them a fighting chance and they were able to get out, just as he'd hoped. Fitz begins to struggle with his words so he decides to show Ward hypoxia, which is what Ward had done to him. He begins to suck the oxygen out of Ward's cell. Ward struggles to breathe and asks where Skye is. Fitz says they're all gone, after Donnie. He feels he should be there with them but he's been left behind because he's been damaged because of Ward. Ward begins to panic further at the mention of Donnie, telling Fitz they don't know what they're walking into.

HYDRA arrives on scene in Morocco and Team SHIELD aren't far behind. Skye's heart rate is staying level, something she's able to keep track of using the monitoring device on her wrist. Simmons goes to meet Donnie on the ship. Donnie asks who sent her and she says she's on his side. Bakshi is in her ear, telling her to get close to him. She tries to use science to bond with him but Bakshi tells her to tell him to take a deep breath, surrender and you will find meaning, surrender and you will find release.

Team SHIELD is on the ship. Skye takes a sniper spot on the roof. Lance prepares to shoot Simmons, not knowing who she is, but May spots Simmons and shoots Lance to save Simmons, knowing that she is working undercover. Coulson orders May to maintain Simmons' cover, even if it means taking out Donnie. Donnie had knocked Simmons over, getting angry at the words she was saying. Fitz gets Mack to help him reach the Bus and tells him what he has learned from Ward: Donnie was working for HYDRA when he took out the Sandbox.

Donnie is right behind Simmons when she reaches Bakshi, who re-hypnotises Gill using the phrases she had been ordered to relay. Donnie replies that he's "happy to comply" and helps them to make their way out. Bakshi tells Donnie to ice everyone on the ship; no one leaves alive. He begins to freeze it but Skye takes him out from her sniper spot. Donnie falls into the ocean and freezes, as Simmons and Bakshi get away in a helicopter. Everyone on the original Team SHIELD now seems to be in on Simmons' cover.

Back on the Bus, Skye admits she isn't happy about Simmons being undercover. She's scared for Simmons, who she sees as a terrible liar. May says Simmons can handle it. Both Skye and Simmons have come a long way. May also admits to Lance that the two of them are even, but Lance and Trip are not (yet).

Coulson speaks with Fitz about his actions. Fitz says he wouldn't have killed Ward, as he's not a killer. Coulson hates that Ward is there but they need him to get information on HYDRA. Fitz asks if there's anything else he should know. Coulson says that Simmons is on an assignment. That is why she hasn't been in contact. That is why she left. Coulson promises that what Simmons is doing is very important.

Agent 33 has now been brainwashed. Bakshi asks Whitehall for authorisation to promote Simmons and bring her upstairs. He trusts her now but says if he's wrong, they'll make her comply.

Skye visits Ward. She asks if he's relieved it's not Fitz. He's happy it's her, and that she's okay. He's glad he could help. Skye asks about brainwashing. HYDRA doesn't use it often, only on high-value targets. Skye asks if he was. Ward wishes he could say he was but everything he did, good and bad, he did of his own free will. He's being honest, like he said he would. He won't lie to her. He asks if she believes he's telling the truth. She does, though she doesn't understand why. It's then that he drops a bomb on her. Her father's alive and someday, if she'll let him, he will take her to him. Skye is done for now. She goes upstairs and checks her pulse, watching it shoot upward.

Marvel's Agents of S.H.I.E.L.D. airs on Tuesdays on ABC at 9PM.

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Lance Hunter is still in the overturned vehicle following the crash we saw at the end of last week's episode. May arrives but Hunter sends her after Creel. Idaho and Izzy are dead now, and Lance is taken into custody by Talbot's men after cutting himself free. May chases after Creel on a motorcycle, putting all the bland action stars in major blockbusters to shame, as she tells Coulson she has a kill shot in sight. Coulson orders her to stand down, saying it's more important to know who Creel is answering to and she follows the order with a "Yes sir."

Skye and Tripp get back to the base with the Quinjet. Coulson gives Tripp an assignment to help them get closer to making the Bus operational again. Skye fills Coulson in on what intel she's gathered on the object. But they have bigger matters to worry about. Now that Hunter has been captured, their entire operation is at risk if he spills secrets on their operation. Meanwhile, Hunter has gotten dropped off in a field where Talbot arrives in a helicopter to pick him up.

Skye, Tripp, and Mac are looking over the cloaking device from the Quinjet. They'll need Fitz to look it over and retrofit it for the Bus but they're uncertain as to whether he can help, given his state from the accident and Simmons leaving. Skye also seems to be harbouring resentment against Simmons for leaving. Mac asks Fitz to help, but Fitz struggles to put his words together and eventually leaves to try to sort it out alone.

In the helicopter, Talbot and Hunter strike up a deal. Talbot wants Coulson, whom he sees as a vigilante. He reminds Hunter how Coulson is to blame for Hartley and Idaho's death and tells him to name his price. Hunter wants $2 million and a proper funeral for Hartley, and Talbot agrees to those terms.

Skye checks in with Coulson and learns that Hartley and Idaho are dead. She wants to go back into the field with May, who is still trailing Creel, but Coulson says no. Coulson tells Skye to pack up Hartley's things, and she tells him all the compartmentalising he is doing isn't healthy.

Fitz is talking with "Simmons" about how he could have cracked cloaking if they had only given him more time. But then they spot a packet of research on Creel's DNA results and determine that they'll try to help determine a way to take down Creel.

Creel is at a diner and a waitress accidentally touches a part of his arm that has been effected by the obelisk. May is reporting to Coulson when she hears the waitress scream inside. She runs inside and watches helplessly as the waiter turns to stone. Creel is gone again. Coulson takes responsibility for this casualty while bending a paper clip into the alien shapes like what he was drawing in the season one finale. It's then that an alarm goes off on the base. Hunter has returned and encounters Tripp, who frisks him. Hunter is brought to Coulson and says that he has been given 48 hours to turn him in to Talbot but hasn't given up the location of the base. He tells Coulson about the funeral for Hartley but not the money. He also says that now he wants to get Creel and get his payment, along with Hartley and Idaho's.

Fitz and "Simmons" are looking at Creel's DNA, talking over it, and then Mac comes up and asks about cloaking again. Fitz becomes annoyed and says he's busy. "Simmons" says she likes Mac, as he's honest and doesn't talk to Fitz like everyone else. She encourages him to show Mac the work he is doing regarding Creel. More than once, he says, "I didn't solve this today."

Skye is packing up Hartley's things when she finds a photo of Izzy, which Hunter identifies as Izzy's sister Jane. Hunter takes the medallion from her possession and says he'll bring it to Jane, who has breast cancer. Hunter talks about how he met Hartley, before telling Skye she has real skills that could earn her some serious money as a mercenary. Skye says S.H.I.E.L.D. is her life now but Hunter says it's not a life, but a job… a means to an end.

Creel returns to his truck and tries to change his form using his stash of materials. The part effected by the obelisk remains unchanged no matter what he touches. He gets a call from his handler, who promises that Hydra will "take care of him" once they have the obelisk. Talk about a dead man walking. Creel is hung up on and is about to get into a fight with some random men when Raina emerges from the shadows. She says she's a huge fan offers him a piece of "carbine," a material found in stardust, harder than diamond and able to store energy. He warns her to warn from Hydra and the obelisk-like shift moves up onto his neck. He snatches the carbine and leaves.

Coulson says they need to find a solution for Creel's powers and Skye presents a number from an encrypted Hydra channel that they're supposed to call. When they do, Raina answers. She tells him Hydra is about to get their hands on the obelisk and she is no longer working for that organisation, because world domination is "so 1945." She says Hydra won't understand the obelisk but Coulson can because John Garrett had visions after being injected by the same drug Coulson was, even going so far as to carve symbols into the wall. Raina then tells them that the carbine had a tracker on it so they'll be able to find Creel. Coulson begins to prep the team to go after Creel. Hunter wants to go with them and Coulson is hesitant at first, but eventually agrees to let him go.

Fitz is trying to explain his solution to Creel and again repeats, "I didn't solve this today," as he struggles to get his words out. Mac sends away the other scientists and eventually realises that what Fitz means to say is that he already solved this and is looking for an old design. He goes flipping through archives of Fitz's old designs and they find what Fitz is searching for.

May, Skye, and Hunter are preparing to go after Creel, who is about to meet with his Hydra contact. Hunter shoots May and Skye with his ICER and this fool is officially dead to me. No one touches my badass ladies. Hunter then goes after Tripp and uses his ICER on him too. Creel and his handler are exchanging snark but eventually come to an agreement. But then Hunter comes down and attempts to shoot Creel with his armour-piercing rounds. Creel turns to carbine, and the bullet bounces off of him. The hydra handler tries to go after the case but in the commotion, Raina has already made off with it.

Creel chases Hunter and the two have a brief scuffle before Creel prepares to use the obelisk on him. But Coulson sneaks up just in time and stabs Creel in the back with Fitz's device, leaving Creel petrified.

Hunter watches Hartley's funeral for a bit before breaking into Jane's car to leave Hartley's medallion. Coulson is there and offers Hunter a job. He needs someone willing to do the wrong thing for the right reason, as Hunter is the type of person Coulson can no longer be. Resources are limited, as are assets in the field. Hunter agrees to help and Coulson says the one thing he needs him to do is sell him out.

Fitz and Mac discuss the modified device they prepared together. Mac asks if Fitz built the original with Simmons, and tells him that he knows it's tough to lose a good partner. Skye and May are watching from afar. Skye notes that it's good that Fitz has someone to talk to and they say how everything and everyone has changed. Skye thinks something is wrong with Coulson but May says he's fine.

But in private, she tells Coulson off for going into the field. He's overly stressed and it's been 18 days since his last episode. He's due for another one. Coulson's tired of fighting it so May tells him not to, as that's what she's there for. They seal up his office and the lights are dimmed to set the scene, as Coulson begins carving those alien symbols into the wall. May stands back and snaps photos to add to the collection they've been amassing.

Raina looks at the obelisk. She is met by "The Doctor," who (if you've been paying attention to the show's casting news) you will know is Skye's father. He tells her to pick it up and she does. It glows, and displays symbols. He tells her that it just let her live and she asks him to show her. He tells her to bring him his daughter and he will show them both.

Coulson meets Talbot and his men in a field. Coulson feels bad for kidnapping him so he's brought Creel as a peace offering. Coulson is prepared to make a deal: S.H.I.E.L.D. will keep dropping off "presents" like this, Talbot will keep getting promoted, and S.H.I.E.L.D. will get a bit of breathing room. Talbot doesn't believe Coulson has the artillery so he says no. But then Coulson has the Bus reveal itself, as it has been cloaked and hovering above them the whole time (how did they not heart that???) and boards the Quinjet, which had been cloaked and sitting next to them.

Marvel's Agents of S.H.I.E.L.D. airs on Tuesdays on ABC at 9PM.

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