Fitz, Simmons, and Daisy try to regroup. Fitz’s plan only goes as far as making it to his ship. Simmons changes clothes and then her head starts hurting. Fitz tries to dig out her implant. A Kree finds them. Daisy tries to use her powers on him, but they don’t work. She takes him out with bare hands instead. Out of a window, they see Fitz’s ship explode.
Kasius has a scar on his cheek where Simmons cut him. He’s embarrassed by it, but Faulnak tells him he should be proud. The Kree brothers jockey for control over the situation. Kasius want to send Sinara to take care of it. Faulnak is unimpressed with Sinara and wants to send his own man, Manston-Dar. They are both armed with only Earth weapons, as Faulnak believes is fair and honorable.
The Vicar uses Tess’ death to intimidate the humans on the Lighthouse.
Sinara returns to Kasius. Kasius tells her that Faulnak needs to be placated if he is to earn his freedom from his father. Sinara reminds him that they’re working towards both of their freedoms. She is annoyed that Kasius let her be put in the arena and doesn’t want to take orders from Faulnak. Kasius begs, and Sinara finds it repulsive.
Fitz, Simmons, and Daisy make it to an elevator. Manston-Dar shuts it down, trapping them inside. They climb out of a hatch in the roof.
May hobbles through the stormy wasteland of Earth’s surface. A vrellnexian creeps up behind her. Enoch kills it, saying its the third he’s killed while in pursuit of May. The vrellnexians aren’t interested in eating him since he’s not organic. Enoch says he’s here to save those who will save the Earth. He lists the names, and May realizes Enoch is the one who took them from the diner. They discuss May’s injured leg. Enoch senses a gravity storm approaching. The vrellnexians are leaving the area. They’re scared of something else in the area. A masked figure shows up and wraps a chain-claw weapon around May, dragging her in.
Manston-Dar continues his search for Daisy, killing humans who cannot provide useful information. He notices the open hatch in the elevator.
Coulson, Mack, Yo-Yo, and Flint discuss their next move. They plan to regroup and come back for the others when they are more prepared. They’re going to go to the surface. Flint asks about Tess, and the others let him know what happened.
Faulnak examines some human weapons that Kasius has collected from Earth’s ruins. Faulnak is not impressed with the various guns, preferring blades himself. They discuss how Kasius was exiled after losing an important battle. He insists he was unprepared and untrained, but Faulnak finds it to be an excuse. He’s more offended that Kasius fled rather than die in glorious battle. Sinara saved his life, and so she was also exiled.
Fitz, Simmons, and Daisy make their way through the station’s life support center. Fitz opens a window and finds canisters of garvitonium. Manston-Dar finds them, shoots Fitz, and holds the others at gunpoint. Simmons and Fitz flee while Daisy distracts Manston-Dar then follows. They enter a hallway and Deke is there. Deke insists he’s trying to help them. He wants to lead them to the trawler, but Daisy doesn’t trust him. He says he held up his end of the bargain; he led Daisy to Simmons and stopped Daisy from doing something drastic and stupid. Manston-Dar starts banging on the door, and Deke points out that they have no choice but to trust them.
Mack tries to console Flint as he grieves for Tess. Flint is considering turning himself in so others don’t get hurt. Mack encourages him to use his new gifts to help and protect others instead. Daisy and the others find Coulson’s group. Mack goes to ask Flint to find alcohol for Fitz’s wound, but Flint is gone.
Flint approaches the Vicar and reveals himself. A Kree pats Flint down and removes some rocks from Flint’s pocket. Flint uses his power to form those rocks into a dagger and stab the Vicar in the eye. Sinara comes up behind Flint and knocks him out. Sinara tells another Kree not to alert command. She plans to use Flint as bait.
Daisy, Mack, and Coulson find Sinara and Flint. Coulson has a gun. He shoots Sinara in the arm. Manston-Dar arrives, but they manage to escape with Flint. Fitz plans to escape in the trawler to the surface. Deke doesn’t like the idea, but he agrees to go with them. Flint blocks the door with a large stone. The Kree start blowing through a wall instead. Deke has a plan to use his anti-gravity device to head up, towards the trawler. They head up one by one. The Kree make it through the wall. Sinara kills Manston-Dar. She finds the room empty, but notices the chute close behind them.
The SHIELD team arrive at the trawler and realize none of them are pilots. Flint says he’s staying behind to protect people. Mack and Yo-Yo decide to stay behind with him. Fitz tells them that he hid a stash of SHIELD weapons on level three. Unfortunately, that’s the level infested with vrellnexians.
Coulson takes the pilot’s seat, assuming it can’t be too different than flying Lola.
Sinara reports back to Kasius and Faulnak. She tells them that SHIELD has escaped to the surface. She also reports that she killed Manston-Dar. Faulnak laughs. He’s underestimated Sinara’s ambition and offers her a place among his ranks. Kasius stabs Faulnak through the heart. As Faulnak is dying, Kasius says he knows their father sent them on a suicide mission. Sinara killed his general when they tried to prevent their battlefield retreat. Now he’s done seeking his family’s approval. He stabs Faulnak again. He tells Sinara that he plans to find Daisy and tell his father that he avenged Faulnak’s death.
The trawler begins its rocky decent onto Earth’s surface.
May comes to. She sees Enoch. They’re in what’s left of Zephyr One. Others are there, including Robin Hinton.