The episode starts off with three students at the S.H.I.E.L.D. Science and Technology Academy. All three of the students go off to the school's indoor pool for a swim. As two jump in, the third, a girl named Callie, chooses not to go in. Shortly after, Callie notices that the water in the pool is freezing up rapidly and would quickly consume her friends. She screams for them to get out and noticing the ice, they start to swim to shore. One makes it, the other gets his leg frozen in ice. This boy (Seth) wouldn't have made it out if it wasn't for Donnie, a student who never really made friends. Donnie was also at the pool and wasn't swimming though he was there before Callie, Seth, and their friend came.
After the quick "Agents of Shield" intro we come back to the team who are all on "the Bus". Skye, Ward, Fitz, and Simmons are all looking at a tablet which has an image of the machine that froze the pool. As they are talking Fitz and Simmons mention that they are going to the Academy where they are going to examine the machine and talk to those who might be involved.
Coulson is in his office looking at photos about his death. May walks in, and tells Coulson that he needs to stop obsessing over it. She then distracts Coulson with another mission: to find out more about Skye's past. They go to Mexico to find an agent who knows the truth about her. Twenty-four years ago, a team of S.H.I.E.L.D and an entire village had been killed while protecting an 0-8-4, which was Skye. Only two agents survive, one of them, Avery, has sent Skye to an orphanage after erasing all files of her. She was killed protecting Skye.
Ian Quinn is on his phone when Coulson gives him an unexpected call. Coulson tells Quinn that he and his team are coming after him which is the plot of the next episode. In return Ian Quinn tells Coulson that The Clairvoyant said hello.
- Clark Gregg as Phil Coulson
- Ming-Na Wen as Melinda May
- Brett Dalton as Grant Ward
- Iain De Caestecker as Leo Fitz
- Elizabeth Henstridge as Jemma Simmons
- Chloe Bennet as Skye
- David Conrad as Ian Quinn
- Christine Adams as Agent Anne Weaver
- Dylan Minnette as Donnie Gill
- Daniel Zovatto as Seth Dormer
- Boyd Kestner as Richard Lumley
- Zachary Burr Abel as Tad
- Maiara Walsh as Callie Hannigan
Phil: The world is full of evil, lies, pain, and death and you can’t hide from it. You can only face it. The question is when you do, how do you respond, who do you become?
Donnie: It's true what the other guys say - you are the smartest person to come through here.
Fitz: Is that what they say? Yeah? Well, Simmons is probably smarter, technically, but that - that's just because she likes homework more than life itself.
Ward: All you need to join, is a dedication to the greater good. Coulson saw that in you the moment he met you.
Skye: "Bad seed" isn't a SHIELD term, Ward. Just a term.
Skye: The Tin Man does have a heart.
May: Agent Ward and I have been having sex.
- Phil Coulson
- Leo Fitz
- Melinda May
- Jemma Simmons
- Grant Ward
- Seth Dormer
- Callie Hannigan
- Donald Gill
- Anne Weaver
- Richard Lumley
- Ian Quinn
- Mexico City
- S.H.I.E.L.D. Science and Technology Academy
- Sandbox (mentioned)
- Quinn Worldwide
- Marquez's Dress Shop
- Centipede Group (mentioned)
- HYDRA (mentioned)
- A.I.M. (mentioned)
Weapons and TechnologyEdit
- Ice Machine
- S.H.I.E.L.D. Wall of Valor
- 0-8-4 (mentioned)
- This episode contains the ninth and tenth major deaths in the series in the forms of Linda Avery and Seth Dormer