Once he’s gone, Coulson says that Talbot’s change of heart doesn’t add up, and that they’re being played and he wants to know why. May hands him her purse and starts to take off her earrings, because she knows what that means. “This is what I do,” she says, adding that it’ll make up for the dancing. Coulson tries to get her to admit that she liked it, and she finally agrees that she did, but just a little bit. She heads off to the hotel to check out Talbot, while Coulson heads back to the bus.
On the Bus, Skye is on her laptop doing more research into the alien writing. Trip, who is passing by, is surprised how industrious she’s being, putting so much time into this research. “I’m a good, helpful soldier,” she says, somewhat bitterly. Fitz is watching from a distance when Hunter comes walking up with a soccer ball, saying that he’s the lazy type who prefers a pint and a good nap over extra work. He brings back up his wife, who he calls a demonic hell beast whom he was glad to get away from. Skye says that’s nothing, given the “Guy I had a crush on is now the psycho living in the basement.” Mack insists all of his exes are awesome, except when Hunter reminds him he spent a year pretending he liked something for an ex (a “dark time”). “Simmons” tells Fitz to go join in their conversation and take part in their bonding, but instead he just walks away.
May uses her bracelet to unlock a hotel room door (not in some Macgyver way… it’s a high tech gadget instead). She cracks the door open to see Agent 33 looking through files on a desk, one of which has a picture of Coulson inside it. Agent 33 closes the file and May spots a HYDRA logo on its front and springs into action. She runs right into the room and starts a fight with her, asking what she’s done with General Talbot. He says that he’s right here, as he comes through the door to join the fight. May, of course, kicks both their asses until Talbot reaches up and removes his face, using the same technology as Natasha Romanoff in Captain America: The Winter Soldier, revealing the face of Bakshi underneath. Agent 33 seizes on May’s distraction and zaps her with a stun gun from behind until she falls to the ground unconscious. Bakshi reveals that Whitehall’s new objective is to send someone in to Coulson whom he will trust, and they set about duplicating Melinda May. Agent 33 puts on May’s dress, they prick her finger for a blood sample, and take a vocal sample in order to program the high-tech mask. She puts it on and turns into May, and using May’s voice asks Bakshi how she looks. They copy May’s phone and she puts a round device into her purse that she says will neutralize the rest of Coulson’s team. She calls Coulson and tells him that Talbot’s deal seems solid and that she’s headed back to his location to pick him up. “See you when I see you,” he tells her, as the camera pans down to where the real Melinda May lies unconscious in her slip.
On the Bus, Fitz has wandered down to the “garage” on the plane, where Simmons questions why he ran away from the rest of the team. “You hate being alone,” she says, wondering why he’s avoiding them. He says that they were talking, which is something he has trouble with these days. She says he’s just worried that he’ll have nothing to say, and he should just tell them what he’s feeling. “Cause that worked so well in the past,” he says, harshly. He doesn’t have anything in common with them and isn’t part of the… “The team?” she asks, trying to help him with words. She says he could be if he engaged with them instead of hanging out in the garage. He fights back, saying it’s supposed to be their lab, their place, but they changed it. It’s not “ours” anymore. He thinks Ward is more valuable to the team, and they don’t care what he thinks anymore. At that moment May shows up asking where Coulson is, and Fitz directs her upstairs. Agent 33 finds Coulson (after giving the cold shoulder to Skye) and tells him that Talbot is telling the truth and wants to meet alone. As they head off to the rendezvous, 33 puts the circular device on a control panel on the Bus, and it immediately snakes wires into the panel.
Meanwhile the real May wakes up. She’s still dressed in her slip and is tied to a barstool in Bakshi’s hotel room. He wants to know why she’s suddenly interested in artwork, but she simply says that everyone has a hobby. He wants to know who’s in charge of SHIELD and where they’re based. She says she’s currently based “about five feet from kicking your ass.” He insists that he doesn’t believe in empty threats (you don’t know Melinda May, buddy), but promises that she will eventually tell him what he wants to know. He says he serves a man who has a way of getting information and making her “comply,” but until then he has other methods. He reaches up and pulls a light fixture from the ceiling, pulling out its wires and preparing to torture her with electric shocks.
Coulson wants to know what the plan is, but 33 says that it shouldn’t be too hard, all they have to do is talk to Talbot. He says he meant the other plan, though 33 has no idea what he’s talking about. Coulson says that they shouldn’t have to be trapped together in a car to talk about it but she hasn’t left him much choice, and he wants to know if she can do what has to be done. She promises she can, but he continues on. He says that it’s about more than just taking him out, it’s about what happens after. SHIELD would need a new director and he trusts her, and only her, to take over for him. She says that she understands and won’t let him down, and she reaches over to take ahold of his hand, earning a confused smile from Coulson.
Simmons still insists that Fitz join the group, but that’s put on hold when the Bus’s lights go out and the emergency lights power on. The Bus starts to shut down as the ramp closes and the emergency exits lock. They realize that something has tricked the Bus into thinking they’ve made an emergency water landing and they’re being sealed in in order to keep the plane afloat. They have no idea what could have caused it, but Fitz spots the device. They’ve been sabotaged, and by SHIELD technology no less. In fact that’s the least of their problems, as Fitz tells them that the plane will… Before he can figure out the word he’s looking for, sparks start flying from all around them. The missing word was clearly “explode.”
As Coulson and Agent 33 approach the hotel room, Coulson says he hopes that they’re not walking into a trap. Regardless, he says, it’s been nice working together again like the old days, even if it’s just nostalgic thinking. “Why not when this is over,” he asks, “we get that cup of coffee we were supposed to get?” Agent 33 replies that she thought he’d never ask. “May hates coffee,” he replies, and punches her right in the face. Inside the hotel room, May and Bakshi hear the sound of the fight outside. As he goes to investigate, she breaks the arm of the chair and frees one of her hands. She can’t get her other one out, so she picks up the entire barstool and smashes it into the counter, freeing herself. She lets out a scream and charges at Bakshi.
On the Bus, they’ve discovered a virus in the electrical system that is moving from one unit to another. It started with the stabilizers, moved to the monitors and the nav system, and Fitz realizes its next stop is the wings where their fuel is kept. Coulson fights Agent 33, telling her that, “Working with you, whoever you are, not that fun.” May kicks Bakshi through the door into the hallway, before facing off against herself. “I won’t’ go down easy,” Agent 33 says. “That makes two of us,” May replies.
Agent 33 takes off her high heeled shoes, May cracks her knuckles, and Coulson comments, “I can’t believe I’m the only one seeing this right now.” The two doubles start to fight as Bakshi grabs the painting and runs for it. He asks May if she’s good, and when she says she is he takes off after him.
Hunter and Fitz are running through the bus to a particular control panel. Hunter says that he thought Fitz said he could fix the problem, and Fitz says he knows how to but it’s about more than words. It’s about hands as well, which Fitz is still having trouble with, so he’ll have to use Hunter’s. (Especially considering Hunter has no technical expertise to offer on his own.)
Bakshi is on the run and on his phone, calling for reinforcements and an extraction team. That’s as far as he gets, however, as Coulson catches up to him and shoots him with an ICER. May and Agent 33 get down to business, trading blows and threats. Agent 33 says that she was a member of SHIELD and therefore knows all of May’s moves, but May’s sure she doesn’t know them all.
On the Bus, Fitz tells Hunter to remove a chip (the Bus uses isolinear chips like the USS Enterprise NCC-1701-D?) and put it in another slot. Hunter thinks they’ve solved the problem, but Fitz points to the mess of wires they need to rearrange.
Agent 33, obviously losing, grabs two knives from the kitchen in the hotel room, which doesn’t even faze May as she gives the trademark Morpheus “come and get some” gesture. When May disarms her she grabs some sort of rod from the wall and attacking with it. That doesn’t do the trick either, and Agent 33 clearly doesn’t stand a chance. In the most impressive stunt of the evening, and in slow motion, May leaps over a coffee table, twists around and slams 33’s face down into it, knocking her out.
On the plane, Hunter’s trying to follow Fitz’s directions. He asks if he’s supposed to do it this way, but Fitz replies, “Dear god no!” They get the wires hooked up and the lights go out, which Fitz thinks is a good thing. There’s another shower of sparks and then the lights come back on as the Bus starts to reboot. Hunter gives Fitz a celebratory high five.
Coulson grabs the painting and takes a long look at it, but when he hears over Bakshi’s phone that his team is only two minutes out he takes off running back to May. He calls May to tell her to get out of there, but May is taken by surprise with an uppercut from Agent 33, who was only faking. She pins May down on the counter and grabs a pair of scissors, telling her to surrender and she’ll find satisfaction. “I get my satisfaction elsewhere,” May replies. Agent 33 tells her that she’ll be happy when she doesn’t have to be May anymore. “If you were really me you wouldn’t talk so much,” May tells her, grabbing the dangling wires that were intended for her torture and shoving them in Agent 33’s face. Coulson arrives and the two head out, leaving Agent 33 lying on the floor with her Melinda May mask fried and broken, just as HYDRA reinforcements show up.