Coulson and Quake spar at SHIELD headquarters. Coulson is surprised that he can feel anything. Quake kicks him back and he freezes in midair.
Fitz pulls Coulson and Quake out of the simulation he’s built. The team has deduced that Radcliffe is keeping May trapped in a simulation like this, the Framework. Fitz is going to try to find it by tracing the source code. Another agent arrives and tells the team that they’ve traced Director Mace’s suit’s tracker to Alaska.
Coulson, Quake, and Mack arrive at the location in Alaska and find Mace’s suit abandoned. They also discover the Superior’s conspiracy theory notes about Coulson pinned up on the wall.
The Superior has his men working on a project. They tell him that they will be done soon. The Superior find Radcliffe in the Framework and tries to pull him out, but Aida stops him. She pulls Radcliffe out herself. The Superior is worried that Radcliffe is spending too much time in the Framework. Radcliffe assures the Superior that his system is in place and functioning according to plan.
SHIELD studies the Coulson conspiracy theory board. Quake discovers a mining facility that the Superior purchased. Coulson says the mine connects back to him as well.
In a flashback to “some time ago,” when Coulson was a level 4 agent, Coulson tries to talk his way into the mine. May, a level 3 specialist, arrives and knocks out the guard. Coulson doesn’t feel like he needs the help, but May is playful and insists he does. They drive onto the premises.
In the present, Coulson tells Quake they’re headed to Russia.
Director Mace is held captive. He breaks free of his shackles and finds his cell door open. He takes a guard down but then finds himself surrounded by the Superior and his men. The Superior and Mace. The Superior quickly knocks Mace out and has him imprisoned again.
The Zephyr One is en route. Mack tries out the Framework and does not enjoy it. Mack and Fitz spar over the events of the past year. Mack points out that Fitz helped build both Aida and the Framework, which have both given them a lot of problems. Fitz defends himself, saying they’re just tools. Mack says Fitz is beginning to sound like a mad scientist, implying Radcliffe specifically.
In the present, SHIELD arrives at the mining site.
In the flashback, Coulson and May enter the building. May criticizes Coulson for having too many tells when he lies and suggests he wear sunglasses. They find a safe inside and while Coulson pulls out his safe-cracking tools May recalls Coulson being “handsy” while they were undercover as a married couple. Enemy agents approach the building.
In the present, SHIELD enters the building and finds the opened safe. Coulson says it was May who opened it.
Mace wakes to find himself tied to a chair in his cell. Aida is looking at him. The Superior is there as well, telling Mace a story about his father. He says he lost respect for his father when he saw him groveling for power. He sees Mace the same way. The Superior knows the truth about Mace and the Patriot serum. Aida and the Superior spar a bit over the Superior’s methods. Aida says she has no opinion, and the Superior demeans her for being “fake.”
SHIELD finds several dressed skeletons inside the vault. A phone rings inside one of their mouths. Coulson answers and the Superior tells him that Coulson is the one who had them killed.
In flashback, Coulson says he’ll stall the enemies while May gets the 0-8-4 out of the safe. Coulson gives the agents a line about bio-hazardous material inside the building.
The Superior says those men were his comrades who were interrogated and killed to cover for Coulson. Speaking to Mace, the Superior accuses Coulson of using SHIELD, the Avengers, Mace, and everything else as a “shield” to protect his “alien agenda.”
Fitz tells Simmons that he’s making progress, but then he is frustrated to discover that the code is coming from several different locations. He tells Coulson that the Framework code is everywhere, draining power using the designs of the Darkhold.
In flashback, Coulson is struggling to stall the agents. They say they’ve been sent by the United Nations to retrieve the item inside at any cost. There’s a noise and they go inside the find the vault has been blown open and emptied out. Coulson’s car speeds away and the soldiers knock Coulson out.
In the present, Quake tells the team that they found a possible location that is both a detention center linked to the dead agents and submarine base. Coulson tells the team to be prepared for any number of supervillain traps as the move on The Superior to get their people back.
Fitz confesses to Simmons all the guilt he feels about what could happen to May. Simmons tells him that just because someone uses his creations for evil doesn’t make him guilty just for having created them. Fitz thinks that if he can link into Radcliffe’s Framework software directly he may be able to shut it down.
The Superior asks if Mace has any regrets. Mace professes his belief in SHIELD and Coulson despite their imperfections. The Superior lets several men into Mace’s cell to beat him. Aida watches from outside.
SHIELD blows a hole in the side of the Superior’s base and heads inside. The team splits up. Coulson quickly runs into the Superior. The Superior disarms Coulson of his gun.
In Flashback, the Superior is one of the soldiers who captured Coulson. May uses Coulson’s vehicle to ram the van and rescue Coulson.
Coulson remembers. The Superior says his men were killed for not retrieving the object that was on their soil. The Superior confirms that Mace is in the compound, but May is elsewhere. Coulson confesses that he still barely knows who the Superior is. It was just another mission. He can’t remember what the object was, and the Superior was just another “red shirt.”
Quake busts down the doors and is pleased for a chance to face the top Watchdog face-to-face. She quickly uses her powers to knock him into a pillar. The Superior gets back up and the two begin to fight.
Fitz and Simmons find a tech hub, but Fitz says it can’t be the Framework. They hear over the radio that Aida has been sighted. Simmons takes a soldier to track Aida down.
Mack and Coulson find Mace’s cell and take out the men beating him inside. Mace is barely breathing. They carry him out.
Quake finishes her fight with the Superior by using her powers to knock out a pillar and drop the ceiling on him.
Simmons hears the Submarine preparing to depart and realizes Aida is trying to escape. The rest of the team catches up. They realize May must have been on the submarine. They return to base with Mace.
Fitz is ready to get back to work tracking the Framework, but the timetable of the mission is bothering Simmons. She says it is like there’s a stretch of time where no one was in contact that is unaccounted for. Just then they get an alert that the LMD detection system was disabled and the system report was deleted. Simmons uses her clearance to access the records. It shows that Coulson altered the record of himself, Mack and Quake carrying Mace into the base. The LMD detector identified all four of them as LMDs.
Aida checks on the Superior, buried in the rubble. She says the mission was successful, but that the Superior still has a purpose.
In flashback, Coulson thanks May for saving him. May lets slip that she asked for this mission. They flirt a bit, saying that if the current person she’s seeing doesn’t work out that maybe they’ll talk about something themselves. She mentions that she’s seeing a “shrink,” implying that this is the man who will become her husband, Andrew Garner.
In the present, the Coulson LMD bring the May LMD back online.