One they’re off the ground, Coulson takes a few moments to apologize to May about events, knowing that she didn’t want to have to take part in combat.  She gives him the cold shoulder, and he goes to check on that “device fueled by evil that’s sitting in our cargo hold.”  He arrives to find that his hand-picked team has devolved into a shouting mess.  Simmons is terrified by having the device nearby and by being shot at, Fitz is pissed at Ward for yanking it out of the wall and bringing it aboard, and Skye is bemused that this group is supposed to be such a well-oiled machine.  She wants to know how many missions they’ve been on, and when Simmons tells her that it’s only their second, she says, “I was your first?  That’s sweet.”

Ward is pissed at having to watch after people who know nothing about combat, while Skye thinks that given everyone’s inexperience, she might as well be the leader of the group.  Coulson finally steps in, encouraging FitzSimmons after they were bullied by Ward, but telling them all that they have to just work it out.  They all go their separate ways to sulk, with Skye hesitantly setting up the hula girl from her van in her bunk.

FitzSimmons discover that the device is some kind of energy ray/laser with an enormous amount of power.  Skye takes it upon herself to try to repair her relationship with Ward, since they definitely got off on the wrong foot.  She offers him a drink, as the Peruvian soldiers lounge around the plane with drinks of their own.  She tries to tell him about the situation in Peru, where things like Twitter have allowed the people to join together against a common enemy, giving them more power together than they ever would alone.  “Pieces solving the puzzle,” she calls it.  She tries to compare that sentiment to what the Rising Tide are trying to accomplish, but doesn’t want to see Ward’s “hate face”.  She then shockingly realizes that Ward was shot while trying to protect her and FitzSimmons.  Ward offers the first glimpse of opening up, describing how he was trained to work alone to solve problems, but says it with a hint of regret.

Coulson and Reyes, meanwhile, are having a flirty conversation in his office.  He shows off his collection of classic tech, including a wristwatch communicator from the 30’s, which bears a striking resemblance to the one worn by Dick Tracy.  Reyes observes that Coulson has come a long way from that RV they use to work out of, but Coulson observes that they didn’t do a lot of working in that RV.  Reyes’ flirting is pretty direct, and Coulson sees right through it, observing that if she wants to take over the plane her men will have to get past Ward.  Conveniently, Ward notices that the soldiers aren’t actually drinking their alcohol, and is prepared when they attack.  However, he’s not quick enough to prevent Fitz and Skye from being taken hostage, and they have to surrender to Reyes’ troops.

She ties up Coulson and they beat him, but they can’t kill him because they need him to authorize their flight plan so that the Slingshot won’t shoot them down.  She threatens to open the cargo bay doors and kill Coulson’s Crew, who are all tied up at the back of the hold.  Fitz laments that he never learned Kung Fu, while Ward asks if FitzSimmons has ever heard of the “cavalry”.  They have, as it was a source of fantastic stories at the academy, before they realize that May is the cavalry.  She tells them not to call her that, but they turn to her for suggestions how to escape.

She, however, suggests that the science types should figure something out, but they’re too nervous.  Ward, however, shows himself to have the makings of a capable leader, encouraging FitzSimmons while making sure not to put the pressure for the entire plan on them.  None of them have to come up with an entire plan by themselves if all of them can come up with a piece of it.

Reyes tells Coulson that the Peruvian government commissioned the device from the Germans after Hydra discovered the Tesseract (see Captain America: The First Avenger).  She wants to use it to take control of the country and put down the rebels.  Coulson scolds her for her desire for power, saying that things are bigger now than one country’s problems, given the events in New York.  Reyes chides Coulson for flying around in an “airborne man cave” surrounded by “young, attractive agents” and doesn’t even want to start on Lola.  She thinks he’s having a midlife crisis, but to him it’s more of an “afterlife crisis.”

The Crew has come up with a plan, but it’s no good if they can’t escape the ropes holding them, when May moves her arm and there’s a sickening crack, evoking a disgusted, “What the hell was that?” from Fitz.  May knocks out one of the soldiers before snapping her wrist back together (ick!).  The group discusses how to get into the lab, but May thinks they talk too much, and drives the SHIELD SUV through the window into the lab instead.  The Crew makes a hole to the level above, and Fitz pilots Sneezy the robot upstairs and activates the 0-8-4, blowing a hole in the side of the plane and returning us back to where we started this episode.

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