In Cleveland, Ward and Coulson take a ride in Lola to meet with Brian Hayward’s sister, Laura.  She apparently teaches “Psychology of Women,” which is a source of some consternation to Ward.  Coulson reminisces on a time when women were a puzzle for men to figure out, which was half the fun of a relationship.  Ward asks if Coulson solved a lot of puzzles back in the day and Coulson admits a few, but only one that was really rewarding.  Ward asks what happens and Coulson says “I died.”  He tells Ward all about the cellist from Portland he was dating (who we first heard about in The Avengers), about how great a musician she was and how she would even laugh at his jokes, but that when he disappeared for months after his death he couldn’t just go back to her and tell her everything.  Ward says that maybe if she joined SHIELD (is there a SHIELD symphony, perhaps?) then he could tell her the truth and they could be together, but Coulson isn’t interested in office romance, which he says is just asking for trouble.

Skye asks May to meet with her, but May is frustrated when Skye wants to talk about her parents.  Skye thanks May for helping with the investigation and wants to show May what she’s done so far, but May is not at all interested in talking about it, especially while there’s a mission to be working on.  Skye says that she’s been digging through the prison files and found that Po only had one visitor during his incarceration, and pulls up a video of Raina talking to Poe.  There’s no audio, but SHIELD has a lip reading program, which she used on the video to discover that Po mentioned someone called the “Clairvoyant.”  She can’t read any of Raina’s words because her back is to the camera, but she turns toward it as she leaves and Peterson, who was walking by, recognizes her as the one who recruited him.

Speaking of Raina, she’s provided Po with a nice steak dinner, though he thinks it’s a bit overcooked and the warehouse he’s eating in isn’t exactly the best ambiance.  She says that it can’t be helped, because SHIELD has them on the run and they have to stay mobile.  They’re still searching for a particular man in order to start stage 3, but in the meantime after each mission the Centipede soldiers come back drained from their efforts and have to be dosed again.  Po says that it’s time to stop running from SHIELD, and we see that the Centipede soldiers are absolutely covered in the devices, much, much more than Mike Peterson’s single device.

Skye contacts Coulson to tell him what she’s discovered.  They think that Po was broken out because he’s some kind of leader, which would make sense given his tactical expertise.  She also tells Coulson about the “Clairvoyant”, though he says that psychics are a myth and that there are none on the Index.  Ward approaches Laura, the teacher, and says he’s trying to get in contact with her brother.  She says that she hasn’t talked to him since he came back from Afghanistan because they’re not close.  Ward pulls a business card (courtesy of Coulson) out of his pocket, claiming to be from the state gaming commission, that Brian has won the lottery and they’re trying to pay him his $50,000.  She takes the card and Ward heads back to Lola, where he wonders why Coulson would want to use a story as lame as winning the lottery.  Coulson knows what he’s doing, however, as the story was chosen to make her suspicious enough to call her brother which she does, giving them his location.

Peterson is sleeping in the Cage on the Bus, which Skye says looks almost homey with him in it.  She finds him sitting on his bed, looking at a picture of his son, Ace.  She asks about him, and Peterson says that they talk on the phone a lot, and that Ace is glad that his father is working.  He even says he sent him the complete set of the “heroes of New York action figures” for his birthday, stating that he would do anything for his son.  As they arrive near Brian’s location, however, it’s time for him to suit up, and he puts on an outfit specially designed for him by FitzSimmons.  Ward comments, “Having powers is cheating… but the suit is pretty cool.”  Skye wants them to call for backup, but Coulson assures them that Peterson is the backup.

The phone call was tracked to the warehouse where Centipede was hiding, but which is now abandoned.  Ward, May, Coulson and Peterson search the building while FitzSimmons and Skye monitor from the Bus.  It seems completely empty except that they detect a weird signal that they can’t seem to trace.  Suddenly, three cargo containers open to reveal the three Centipede soldiers.  One attacks Ward and May while the others go for Coulson and Peterson.  Ward and May do a decent job handling theirs, considering how powerful he is, but when the solider finds an opening to punch May Ward pushes her aside and takes the blow instead.  Peterson and a solider fight evenly, but Coulson is knocked down and Peterson is double teamed.  As one solider grabs him the other stabs him with a piece of rebar, and his vitals go haywire as he collapses to the ground.  He seems to be running out of energy, but he rises back to his feet and defeats one of the soldiers, causing the other two to flee.  The defeated man talks to himself, seemingly apologizing to no one, when his head twitches and his eye goes red.

It turns out the soldiers have the same eye devices as the one that was inside Akela Amadour, Coulson’s former pupil who was being controlled by a mysterious organization.  Peterson asks what happened to her, and Coulson says that “we helped her,” which seems like a pattern to Peterson.  The devices contain a camera and a small bomb which they use to monitor, give orders and eliminate their agents.  This means that Centipede was behind those events as well, and the team marvels at Centipede’s seemingly endless manpower and resources.  Unfortunately, they have upgraded the eye cameras, as the signal is now untraceable.

Speaking of Centipede, Raina and Po were watching the warehouse fight and triggered the soldier’s eye bomb, and Raina is confused as to why Peterson still has his powers despite not getting an Extremis injection for a long time.  She says that he is the key to stage 3, and Po goes to talk to the Clairvoyant.  After their conversation he returns to Raina, who is full of questions, both about the plan and about the Clairvoyant himself.  Po says that she’ll learn of the plan when it’s time for her to learn, and that the last person who asked questions got a steak knife in the eyes.  However, he does admit that he spoke very highly to the Clairvoyant about Raina, singing her praises.  She seems overjoyed at this, and seductively brushes his fingers with hers.

On the Bus, Ward is nursing his bruises with a beer when May storms in.  He offers to pour her a scotch but she is pissed that he pushed her out of the way in order to take that punch.  She thinks he’s letting his feelings interfere with the mission but he objects, saying that it was a tactical decision.  He points out that May is faster than he is, and that she stood a better chance of continuing the fight alone than he did and that he’s not some lovesick rookie who can’t separate “church and state,” as he calls it.  He walks out and Skye speaks up, saying she didn’t mean to overhear.  May asks if she’s here to talk about “that stupid thumbdrive” containing the info on her parents.  May says that Coulson doesn’t want Skye to know the truth, and just as she seems about to spill the beans she changes course, saying that she doesn’t trust Skye’s motives.  She thinks that Skye is only there because she wants to find out about her parents, and doesn’t care about the mission or the team.  Skye retreats to her room, where she tears up the papers she gathered on her parents, as Coulson watches from the stairwell.  She shuts the door and he goes to knock on it, but stops when he hears her crying inside.

Peterson meets Coulson in his office, and Coulson says that he’s concerned that Peterson hasn’t seen his son since the incident.  Peterson says that they talk on the phone a lot, but that he’s afraid to be around Ace because of the way he was the last time they saw each other.  “I was a monster,” he says, his voice cracking, and he says he doesn’t want to hurt his son.  Coulson points out that Peterson can’t fix that from here.  Peterson says he thinks that Ace is better off without him.  Coulson says that he knows what they sacrifice when they choose a life with SHIELD over a normal life, and that Peterson needs to think about Ace first, before his own issues.  He heads back to the cage and calls his son, who seems thrilled to hear from him, but then he mentions his new friend.  The next voice he hears is Raina, saying, “Remember when I told you I could change your life?”

NEXT PAGE ->