At Providence, Simmons is performing a quick autopsy on Koenig’s body, while Fitz refuses to believe that Ward could have turned on them.  Trip tries to get him to calm down, but Fitz is not about to trust someone who he barely knows.  Fitz says it can’t be Ward, “because he’s our friend,” and he’s sure Simmons will find another explanation.  It’s not good news, though, as Simmons is convinced by her examination that Ward was the killer.  Fitz begins smashing the place up, throwing pots and pans and slamming his fists against anything he can find.  Simmons rushes to comfort him, with tears running down her face.  Coulson tells him to take all of his anger and pain and focus it on helping Skye, who is playing Ward just like he played all of them.  Fitz sets off to track the plane, while Coulson tries to figure out Skye’s plan.

They get to work trying to repair communications to the facility.  Trip commends Coulson on how well he handled Fitz, who is still freaking out but is focused on the job at hand.  Trip asks how Coulson is dealing, who replies, “Trust me, I’m going to have a major freakout later.”  They realize that Ward being HYDRA means that Garrett is still alive, Hand is dead, and that HYDRA has access to everything that was in the Fridge.  The real question is why would Ward come back once they had everything they wanted, but the answer of course is that he came back specifically for Skye, which means she can stall for time.

The system comes back online and they immediately learn that the Bus is in LA.  “Finally some good news,” Coulson says.  This is of course followed by a computer announcement that the base’s defenses have been triggered and that they’re under attack.  “I should have knocked on wood just then,” Coulson adds.

Ward and Skye arrive at the diner, where Ward is a little frustrated that it’s going to take hours instead of minutes to decrypt the hard drive.  While Skye works, Ward stares at her impatiently, which he tries to pass off as admiration for her skills, but which she sees right through.  As she works she gets a message that her location is invalid, though Ward can’t see her laptop screen.  She keeps looking at Ward, who can’t help but notice how nervous she looks.  He points out all of the classic tells that she’s exhibiting that made him point out her nerves, and it looks like Skye is about to give the game away.

Thinking quickly, she points out that the last time she was in that booth it was with Mike Peterson, who is now a murderer, and that they’re both on FBI’s most wanted list.  She’s worried that at any moment something can go wrong, and that she’s not as good at hiding everything she’s thinking and feeling as Ward.  He seems satisfied that her nerves are not a problem he needs to worry about, as two police officers walk in and head to the diner’s bar.

At Providence, the team arms themselves to resist an invasion by unknown forces, waiting by the main entrance.  “I wish this bunker had a bunker,” Simmons laments.  Coulson reassures her that the bunker doors should hold, as it would take some major artillery to even dent them.  Or, you could just use the passcode and deactivate the door, which is of course what happens as they open easily.  The team retreats as Special Forces swarm into the facility, including none other than Colonel Talbot, who orders them to stand down.  “There have to be better things for you to do than chase four SHIELD Agents,” Coulson calls out.  They have some tense banter about the secret base and its location.  “If I come out will you shoot me?  Cause then I won’t come out,” Coulson observes.  Talbot orders his men to lower their weapons, and Coulson steps out for a face-to-face, wondering how Talbot managed to find them.  “I told them,” Maria Hill confesses, strolling into the hallway.

Meanwhile, in a seemingly random cemetery, an elderly man brings flowers to a grave while someone digs nearby.  He goes to investigate and finds May climbing out of a grave with something in her hand.  She offers the man her condolences as she walks off, as the man looks into the hole to see an empty coffin under a tombstone bearing the name Phillip Coulson.  Back in her car, May opens the item she found to reveal a flash drive, which she plugs into her laptop.  On the drive is a classified Level 10 report from the T.A.H.I.T.I. project supervisor to Nick Fury.

Talbot threatens FitzSimmons and Trip with all manner of horrible things, including some probable torture, while they maintain that they’re innocent in all of this, with no connections to HYDRA.  Talbot is clearly loving this, and offers them a deal where they provide him with some valuable intel and he makes things easy on them.  “Do your worst,” says Fitz, who clearly is not having a good day at this point, but Talbot encourages them to think about what could make them valuable to him.

Hill and Coulson have a private chat, and she says she’s offering him an easy way out, and he doesn’t even have to thank her.  Coulson, however, is pissed that Hill sold him out and lead the military to his secret base.  Hill tells him that part of the deal she made was to turn over the secret base in exchange for their freedom.  Hill says Coulson’s team will have to go through the system, including interrogation, which Coulson says is not going to happen.  Hill encourages him to cough up some more intel, while not giving up any information on their other secret bases, and maybe Talbot will let the rest of the team off the hook.  Coulson is shocked that she’s still protecting secrets while working with the government, and wonders if she’s worried he’ll tell them about T.A.H.I.T.I., and that maybe she thinks he’s a liability.

“Grow up, Phil, of course you’re a liability,” she tells him.  She insists that what they did was for Coulson’s own good, but he’s not buying that and is still angry that they lied to him.  “I would have kept your secrets like a good soldier, I always have.  But instead you were worried about me when you should have been worried about anyone else,” he says.  She agrees that they should have seen HYDRA coming, but when Coulson tells her that Garrett is still alive, Hand is dead, and Ward is HYDRA her attitude changes, especially when he tells her that she interrupted their attempt to stop Ward.  “I vetted Ward,” she says, unbelieving.

Talbot comes in wanting to hurry things along, and Coulson unbuttons his suit jacket, which can’t be a good sign for Talbot and his soldiers.  Out of seemingly nowhere, Hill and Coulson attack Talbot and his men, with Hill kicking one through a window while Coulson pulls a gun from the desk and shoots the other two with ICERs.  Hill tells him to get his people because they need to move, and it’s clear that she’s going to come along for the ride.

At the diner Ward is now the one starting to get nervous, as it’s taking longer than Skye told him to decrypt the drive.  He points out that the cops at the counter keep looking at them.  Skye assures him that they’re just checking out the waitress, “They don’t know that you’re pretending to be someone you’re not.”  Ward plays along, oblivious to the fact that Skye is almost calling him out on his duplicity, though he may be distracted by the police cars driving by the window.

To distract him, Skye asks him about what it’s like working long stretches undercover.  She wonders how hard it must have been, living a double life and getting close to people only to turn on them.  Skye brings up Garrett’s betrayal, which Ward says was difficult to accept, though he doesn’t want to discuss it right now, but Skye’s insistent.  “If you had one more moment, before you shot him in the back of the head so heroically, if he was sitting right here and you could say anything you want, what would you say?” Skye asks.  “Would you say he’s disgusting?  Would you tell him he’s a disgusting, backstabbing traitor?  Or to rot in hell?”  Ward asks what she’s doing.  “I’m just trying to have an honest conversation for once,” she says, giving him an icy stare.

The police start clearing out the diner, which isn’t a good sign for Ward.  He wants to leave but Skye would rather stay.  He tells her they’ve made, but she turns her laptop around to reveal an emergency response dispatch she sent with Ward’s picture and the caption “Wanted Fugitive.”  “I tipped them off,” she says, coldly, as he stares in disbelief at the screen.  “Hail HYDRA,” she adds, as the police corner them.  She tries to warn them that Ward is armed, but he fights back before they can cuff him, and Skye takes her laptop and bag and runs for it.  She runs to the police waiting outside, asking to be arrested, and when they’re confused she shoves one in order to get the action she wants.  Ward shoots both of the officers, but she jumps into the cop car and drives off as Ward calls after her, “You don’t understand!”

She watches him in the mirror, thinking she’s made a successful escape, only to look forward and see Mike Peterson standing in the road ahead.  He leaps into the air and lands on the hood of the car, smashes his fist through the windshield and grabs Skye by the throat as she screams.

Onboard the Bus, Ward and Peterson are arguing about what went down.  Peterson insists he saved Ward’s ass, but Ward is pissed that he made it into a public spectacle.  Peterson was there because Garrett was worried that Ward would let Skye get the better of him, given his soft spot for her, and ordered Peterson to shadow them.  It doesn’t matter, though, because they have her and all they need now is the real location to decrypt the hard drive, though Skye says that’s not going to happen.  Ward tells Peterson to take a walk, because he can handle this.  “Can you?” Skye asks.  “Because you haven’t so far.”  Peterson gives them 5 minutes before he comes back and does things a different way.

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