Ward and Agent 33 are ordering food at a diner. Agent 33 nursed Ward back to health after Skye shot him in Puerto Rico. They spot a man and stand up and pull out their guns. They take the man hostage, saying they’re going to get him to fix Agent 33’s face.
Back at S.H.I.E.L.D. HQ, Simmons is checking on Skye’s damage. Fitz and Simmons get into a debate. Fitz thinks Skye’s powers could be channeled into a superpower like the Avengers, but Simmons compares her to the Hulk.
May and Coulson discuss Garner’s recommendation to remove Skye from S.H.I.E.L.D. May agrees with him, but Coulson argues. May says she doesn’t know how to handle Skye. Coulson says she’ll figure it out, that she always does. May says not always, and Coulson responds by saying it isn’t like Bahrain, that they know what they’re dealing with. May tells him no to fool himself, that Skye has changed.
The man who was kidnapped is working on Agent 33. He uses a chip and a couple of pointer devices to repair the mask, and she’s able to replicate faces besides May’s again. He tells Ward that it’s not quite as precise as it used to be, but it stabilized her vocals. The mask can remember three faces, but he can’t remove it.
Mack is giving hunter a tour of the “real S.H.I.E.L.D.,” though he’s still in handcuffs. He leads him to a conference room and introduces him to an older man who walks with a cane, as well as a three other men. The man tells Hunter that the real S.H.I.E.L.D. was founded on the idea of leadership with transparency. He says that Coulson is heading down the same path of too many secrets that Nick Fury did. Hunter sticks up for Coulson, and is in the process of insisting that Bobbi would never go along with all of this when she walks in.
The man with the cane, Robert Gonzales, says he was very close with Isabelle Hartley, that she saved his life. Gonzales blames Coulson for the death of Hartley, and they blame everything else bad that has happened on Coulson’s search for the hidden city that was spurred by the alien DNA fury injected him with. Gonzales says they’ve been using Mack and Bobbi to gather facts on Coulson before taking it to the man himself, and Bobbi says she agrees with Gonzales and the rest.
Simmons enters Coulson’s officer, carrying a suitcase in her hand. She says “it’s all there” and hands it over to Coulson after some protesting. Coulson goes down to find Skye. He says they’re going for a ride, and that she’ll want to pack a bag.
Agent 33 is looking through a magazine, trying on new faces. Ward walks in. He says he’s leaving to pick up a surprise for her. She says she appreciates what he’s doing, but he has to stop because she has nothing to give in return. He tells her that’s not why he’s doing this and to just be patient.
Coulson and Skye are in flight, and Coulson apologizes for what’s happening. Skye places blame firmly on Cal. Coulson tells Skye about his own father and how they used to work an old junker – a red corvette in fact – and that it gave him an appreciation he wouldn’t have otherwise had.
Ward returns and finds Agent 33 with Skye’s face and being rather forward, but he pulls away. He says there’s nothing between him and Skye, and Agent 33 becomes flustered and upset. She says she thought if she looked like Skye she and Ward could be together. Ward says they can be together, but not as Skye or May, just as her. Agent 33 becomes enraged and says there’s nothing of her left.
Bobbi and Mack discuss the situation with Gonzales. Mack leaves, and Gonzales voices concerns about Bobbi’s relationship with Hunter. She says she’s all in, but Gonzales is still planning on keeping Hunter at their base.
Ward shares his family history and his time with Garrett with Agent 33. He comforts her, and gives her a file on Bakshi. He says he’s offering closure, the same closure he got when he “visited” his family, and says that they should pay Bakshi a visit. Bakshi is in Air Force custody, and gives Agent 33 a ring. Agent 33 takes the face of Talbot’s wife to infiltrate the air force base.
Coulson brings Skye to a safe house for people with powers that Fury had previously set up. He tells her that she’s being pulled from active duty. He gives her gloves that Simmons developed to help inhibit her powers.
Agent 33 changes into another face, a Major, and sneaks into a security office to turn off the feed. Talbot gets a call from his wife, who is stuck in traffic. Talbot moves to lock down the base, realizing that it’s the nano-mask.
He tells a soldier to make contact with Coulson, and enters a control room with orders that nobody else follows. He herds all female personnel inside.
Mack returns to base without Hunter, and May calls him on it, saying they can’t let Hunter go AWOL. He says he never saw Bobbi.
Talbot begins questioning the female personnel, but Agent 33 isn’t there. She’s taken a male face to sneak out, and meets up with Ward. They find Bakshi in his cell, and Agent 33 reveals herself to him. He mistakenly thinks she’s there to rescue him. He tries a brainwashing trick, but she punches him.
Talbot’s actual wife shows up and he puts her on the ground at gunpoint before realizing his mistake.
Bobbi goes to speak with Hunter. She says she hoped to keep him out of it. She gave his name to Coulson because Hartley needed backup. She never expected him to stick around. They argue, Hunter accusing her of always having a hidden agenda. He asks her to walk away from this if she really wants them to be together, but she says she needs to finish this. He says fine, but he’s leaving. She says she won’t try to stop him, but everyone else will. He gets in a scuffle with some guards, and makes a break for it, only to discover they’re on a ship at sea. Bobbi follows, but finds he’s left on a plane.
Coulson returns and Fitz asks what happened to Skye, but Coulson just says she’s safe. Fitz asks Simmons what she gave to Fitz, but she won’t tell. Fitz says she never used to be this scared, and that her change is the scariest of all.
Talbot informs Coulson and May of what transpired. Once Talbot is off the line, Coulson tells May that what happened with Skye didn’t feel right, that he mishandled something important. May said she got that feeling after leaving Andrew. May says she doesn’t believe Mack, and neither does Coulson. Mack calls in to report that something happened with Skye.
The “real S.H.I.E.L.D” discuss the situation, Hunter’s escape, and Skye’s disappearance. Agent Calderon accuses Bobbi of letting Hunter get away. Bobbi says she wants to go back in. She has 12 hours before Hunter could make contact, but Bobbi says she only needs six.
Agent 33 looks in a mirror and turns off her mask, revealing her true, scarred face. Ward appears behind her, and says it’s nice to finally meet her. He introduces himself as Grant, and she introduces herself as Carol (or maybe Cara?). She thanks him, but he says she did this, and that this is just the beginning. They say it’s going to be a long night and that they should get started, and reveal Bakshi strapped to a chair and being brainwashed.