After being tortured for a while, Coulson is given an opportunity to rest, handcuffed to his bed.  He immediately picks the handcuffs with some tweezers and escapes, knocking out a guard, and finds himself in a peculiar place.  It turns out he’s being held at a fake town in the middle of the desert built in the 1940s for testing nuclear weapons, although this town was never actually subjected to an atomic bomb.  It’s full of deserted buildings and creepy mannequins dressed up like regular townsfolk.  Po tells Coulson all of this, having watched him escape, but when Coulson tries to attack Po he is grabbed by the throat by a Centipede soldier (with super strength) and returned to his room.

Onboard the Bus, FitzSimmons is working on a device that will knock out a Centipede soldier.  Simmons wants to make sure it won’t kill whoever it’s used on, but Fitz doesn’t care about that anymore.  He’s willing to do whatever it takes to get Coulson back.  Ward, on the other hand, is too frustrated by the glacial pace of Hand’s interrogation of Vanchat to join in the conversation.  He decides he’s had enough and heads into the interrogation room and tells the agent that Hand wants him.  He tells Vanchat that it’s now time to talk, but Vanchat isn’t interested.  Ward straps himself into a seat against the wall and nods at the camera.  Back in the lab Fitz and Simmons roshambo for it, and Simmons’ rock beats Fitz’s scissors so she gets to push the button.  Inside the interrogation room, the roof opens and Vanchat is nearly sucked out before he finally agrees to talk.

Lloyd Rathman arrives home to find Skye, now dressed in a kickass outfit, waiting for him.  He asks who she is and she says, “Agent Melinda May with SHIELD.”  She tells him they know about his offshore accounts and all the other dirt on him, and that some of his investments have made him money by working for criminals.  He starts to call his lawyer, but she warns him that if he does then her offer of immunity is off the table and that they’ll send him to the Fridge.  “It’s worse than it sounds,” she warns.  He asks for some ID and she takes his tablet and speaks some code words into it and holds it up for him to see.  What he doesn’t know is that it’s just her bracelet giving the SHIELD logo and ruining his high score on Tiny Wings.  At that moment Rathman’s security shows up but Skye easily takes them out using the skills Ward taught her.  She wants Rathman to access his bank account for her, and basically do her hacking while keeping her bracelet away from the computer.  Unfortunately, he seems like he barely knows how to work a computer, since his assistant normally handles that sort of thing for him.  Instead she uses one of the guards, and discovers Raina’s account and a location in the desert, which she immediately heads off for in Rathman’s car.

In the desert, Raina shows up as Po continues to torture Coulson, saying she’s been busy with the “other subject”.  She questions Po’s methods, doubting whether torture is the right way to get what you want out of Coulson.  He says that he’s doing this on the Clairvoyant’s orders, when his phone rings.  It’s in fact the Clairvoyant, who doesn’t seem pleased that Po hasn’t produced any results yet.  He asks to speak to Raina for the first time, and she agrees with him that a different tactic is necessary.  She hands Po the phone back and he holds it to his ear when a high pitched sound comes through the earpiece and seemingly kills him instantly!  It’s a tough job working for Centipede, I guess.

On the Bus they’re headed for Sydney, based on Vanchat’s information.  Hand knows that Skye is on the loose and seems mildly impressed that she was able to get away, but she’s more concerned with the scope of the resources being devoted to Coulson’s rescue.  She doesn’t feel like one agent is worth all of that, but Ward tells her that Coulson is.  Later, Ward and May are sitting in the cockpit and Ward asks why she didn’t support Skye.  She says that she only told the truth, that Skye would be of no use to them on the plane.  However, she only meant that with so many agents watching over her shoulder, Skye is better off outside of the system.  She tells Ward, “You don’t have to assume the worst of me,” in a way that shows she’s clearly hurt that he didn’t trust her.  They get an order to change destinations and May does a Crazy Ivan, midair 180 that’s both silly and kind of hilarious.

Raina tries to be sweet to Coulson, letting him rest and giving him water, all while tempting him with the knowledge locked away in his brain.  Despite her friendly attitude he doesn’t trust her, as he’s seen how she treats her friends, particularly Mike Peterson.  However, she says that sometimes cruel means must be used to reach a justified end.  She tells Coulson that the Clairvoyant knows everything except this one mystery, including what the President dreams about at night, and she knows that Coulson has started to suspect that the truth has been hidden from him by SHIELD.  She plays on his curiosity and his doubts about SHIELD, but he says that secrets are kept for a reason and sacrifice is part of the job.  She tells him she knows how much he sacrificed, particularly the possibility of love with a special cellist from Portland.  She tells him that the cellist truly loved him and cried for days when SHIELD told her he was dead.  She says they broke her heart with a lie, and asks what really happened in Tahiti.  “It’s a magical place,” Coulson replies before he can even stop himself, and admits to her that he keeps saying that.  Finally he makes a decision and tells her to turn the machine back on.

On the Bus FitzSimmons has finished their device for incapacitating a Centipede soldier, which involves locking a cuff around the soldier’s wrist which will inject him with a sedative.  “Sounds like riding a bull for 8 seconds,” Ward says.  Fitz hilariously replies, “Yeah, it’s just that simple.”  Suddenly the phone rings, and it’s Skye using her one emergency call.  Simmons answers and lamely pretends Skye’s someone called Dr. Nugent, and they clear the room of extraneous personnel while Skye reminds Simmons how bad she is at lying.  Skye tells them that she thinks she’s found Coulson.  May picks up the phone and after a tense pause, she asks Skye what she’s found.

Coulson, meanwhile, is back in Tahiti in the machine, only this time the guy bringing tropical drinks turns into Dr. Streiten (Ron Glass, returning from the Pilot) who angrily asks, “Who ordered this?”  As Raina encourages Coulson we get a series of quick flashes starting with Coulson’s death, including Nick Fury’s face as Coulson dies, getting zipped up in a body bag, and then a variety of strange images.  We see some strange glowing device or material, some tubes, an IV bag with something black inside, something that looks like an ancient or alien rune and an image of the stars before we finally see Coulson in an operating room with Streiten standing over him.  Streiten says that what they’re doing is wrong, but the other doctor in the room says that they’re acting on Fury’s orders.  Streiten tells her to listen to Coulson, and the camera pans back to show us Coulson on an operating table with the top part of his skull removed and his brain exposed.  A machine is quickly poking his brain and zapping it with electricity while Coulson begs for them to please let him die.

Skye arrives at the deserted test town, asking a mannequin milkman, “Got creepy?”  Out of nowhere a Centipede solder runs at her, but just as he’s about to get her May and the team arrive and slam into him with their SUV.  The team is reunited (hero shot!) but split up as Ward takes on a Centipede soldier (“I got this”) while the rest of them search for Coulson.  May kicks some ass, but Ward is having a hard time getting the cuff on the soldier.  Eventually he gives up, takes the medicine and just rams it down the soldier’s throat, knocking him out.  Skye hears Coulson’s screams as he remembers what happened to him, and finds him and Raina.  She knocks Raina out cold and shuts off the machine, coaxing Coulson back to reality as gently as she can.  He finally recognizes her and she starts to tear up with happiness and relief.

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