Cal seeks revenge on Coulson by assembling a team of Super Villains to destroy S.H.I.E.L.D. Meanwhile, May calls on renowned Dr. Andrew Garner , her charismatic ex-husband, with a crisis that threatens to tear the team apart.
Karla Faye Gideon gets up from her dinner to answer a knock at the door. It's Cal with two associates, Wendell Levi and Francis Noche. Levi is a computer hacker who S.H.I.E.L.D. implanted one of their chips in that prevented him from coming near any advanced technology. Cal found him out in the Mojave desert and removed the chip from him, and Wendell decrypted S.H.I.E.L.D.'s Gifted Index for him, leading them to Francis and Karla. S.H.I.E.L.D. put bracers on Karla's hands that confine her fingers, and Cal offers to remove them so she could join him in getting his revenge. Karla slams the door in his face, but soon after opens the door again and lets them in. Wendell removes the bracers from her hands, revealing razors grafter onto her fingers. Overjoyed that she can now touch things again, Karla agrees to join Cal's crusade against S.H.I.E.L.D.
At the Playground, Coulson and May discuss what to do about Skye since Coulson put her on the Gifted Index. Like everyone else on the list, Skye needs to be psychologically examined to assess her threat level, but Coulson wants her to be observed by Dr. Andrew Garner, May's ex-husband. May goes to Culver University to recruit Dr. Garner. He agrees to help them once May agrees to his conditions. Skye wants nothing to with a shrink and is offended that Coulson thinks she needs to be evaluated, but enthusiastically jumps into her evaluation when May tells her they used to be married. Dr. Garner gets through to her even though she spends most of their time asking about his and May's history together. Some time later, Skye starts creating tremors while she is sleeping, but Dr. Garner is able to talk her into calming down and stopping the vibrations.
Meanwhile, Cal and his team break into the Brynmore Psychiatric Facility in Ohio. Coulson and Morse go to the facility to investigate, unaware that Cal is behind the attack. Once they discover his involvement, however, the two of them immediately go to the facility's secret sub-basement, which houses two individuals: John Bruno, a former government assassin, and David A. Angar, a person on the Gifted Index whose voice would induce immediate catatonia since his vocal chords were subjected to an experimental cancer treatment. Bruno is still in the basement and attacks them, but Agent Morse easily overpowers him. They find Angar's cell empty, but with a message scrawled in blood written on the wall, "Fight On." They retreat to their plane, and Coulson has S.H.I.E.L.D.'s satellites search for the license plate on Cal's RV. Cal has driven his team to Manitowoc, Wisconsin, Coulson's home town, to draw S.H.I.E.L.D. to them. He has Angar scream in the middle of the local high school's football field, putting the team, the cheerleaders, the students in the stands, and even the birds flying by to immediately pass out. Coulson, however, has figured out Cal's plan, and goes to Manitowoc to confront him. Meanwhile, Dr. Garner and Skye are having another session when the Bus starts rumbling again, but Skye says they aren't coming from her. Dr. Garner discovers May has taken off to go to Wisconsin to support Coulson. Despite May and Dr. Garner's objections, Skye also wants to help. She claims to have her powers under control, and that she's the only thing they have that could get her father to back down.
Coulson and Morse meanwhile arrive at Manitowoc High School. Cal talks to Coulson through the announcer's booth, and they can see he's holding the unconscious students hostage. Left with no other choice, Coulson goes out to the middle of the field where Angar takes his gun away from him. Cal goes out to the field to meet him, but before he can do anything to Coulson, Agent May comes out onto the field holding Skye at gunpoint. She threatens to kill her if he doesn't back down, but Cal is too busy talking to her daughter about her recent transformation. Cal gives a microphone connected to the loudspeakers to Angar, who would put down the entire town if he speaks through it. However, before he can make a sound, a blue field appears over Cal, and Gordon appears and takes Cal away with him. Coulson uses the villains' confusion over what just happened to take down Angar. May fights Francis while Agent Morse takes on Karla. They take them both out, and Coulson chases down Wendell. The stress of the ordeal was too much for Skye, and her arms are covered in bruises before she faints. It turns out Skye wasn't controlling the tremors but was just focusing them inwards, resulting in her body being covered in bruises and hairline fractures. Because of this, Dr. Garner recommends Skye leave S.H.I.E.L.D. altogether until she can gain control over her abilities, but May disagrees.
Elsewhere, Mack holds Lance Hunter captive in a bathroom in an unknown location. Hunter thinks Mack is going to kill him, but he tells him that if he wanted to kill him he would already be dead. Mack takes him out of the safehouse and to a secret facility where he's introduced to the organization he and Agent Morse are working for - S.H.I.E.L.D.. The "real" S.H.I.E.L.D., a faction of former agents who disagree with Coulson's way of running things.
Meanwhile, Cal is in the Inhumans' base throwing a tantrum. Gordon comes to get him once he's calmed down. Cal asks him why he didn't take his daughter, but Gordon refuses to answer. Gordon does tell him that he brought him there because he's "making too much noise." Cal is infuriated, and says he's sounding a battle cry for them. Gordon tells Cal that he isn't one of them, that he's a science experiment. Cal then inquiries as to his fate, to which Gordon responds is not his decision and directs Cal to walk out the door.
- Clark Gregg as Phil Coulson
- Ming-Na Wen as Melinda May
- Brett Dalton as Grant Ward
- Chloe Bennet as Skye
- Iain De Caestecker as Leo Fitz
- Elizabeth Henstridge as Jemma Simmons
- Nick Blood as Lance Hunter
- Adrianne Palicki as Bobbi Morse
- Henry Simmons as Alphonso "Mack" Mackenzie
- Kyle MacLachlan as The Doctor/Cal
- Jamie Harris as Gordon
- Blair Underwood as Dr. Andrew Garner
- Drea De Matteo as Karla Faye Gideon
- Ric Sarabia as Wendell Levi
- Geo Corvera as Francis Noche
- Jeff Daniel Phillips as David A. Angar
- Gregg Martin as Student
- Jack Kennedy as Security Guard
- Jamal Duff as John Bruno
Continuity and References to the Marvel Cinematic Universe
- Karla Faye Gideon is introduced.
- David A. Angar is introduced.
- Wendell Levi is introduced.
- Francis Noche is introduced.
- Andrew Garner is introduced.
- Calvin Zabo appears.
- Gordon appears.
- Jiaying is indirectly mentioned.
- Kree are mentioned as aliens.
- Antoine Triplett is mentioned.
- Culver University appears. It was previously seen in The Incredible Hulk.
- Lola miniature car appears.
- I.C.E.R.'s are mentioned.
- Quinjet appears.
- The Bus appears.
- Daniel Whitehall is indirectly mentioned.
- Michael Peterson is mentioned.
- Raina is mentioned.
- Nick Fury is mentioned.
- May's Mother is mentioned.
- A new S.H.I.E.L.D. logo is introduced.
- Afterlife appears.
- This is the second episode from the second season that Kevin Tancharoen has directed, with the other being "Face My Enemy".
- In the comics, David A. Angar, who is best known as Angar the Screamer, can cause hallucinations with a piercing shriek.
- Both Karla Faye Gideon and David Angar are viewed in this episode and are key characters in Daredevil comics.
- Blair Underwood (Dr. Garner) and Clark Gregg (Director Coulson) have previously co-starred as love interests of Julia Louis Dreyfus on The New Adventures of Old Christine.
- Jamal Duff (John Bruno) also played an agent of S.H.I.E.L.D in Thor who fights Thor Odinson.