In a flashback, Garrett saves Ward from a life in prison for burning down his home with his brother still inside. He offers Ward a life working for a secret agency. Ward's left in the woods without supplies to show he can survive. Garrett returns after six months, instead of the two months he originally said. He trains Ward and years later recruits him to SHIELD as an undercover HYDRA agent. When told to kill his dog, Ward pretended to do it and let the dog go.

Coulson and May go undercover at Cybertek to try and get access to their computers, but they don't have any. They find paper records for Deathlok and find out Garrett was the first model.

Raina works on replicating the compound used to save Skye and Coulson. She comes close and uses it to save Garrett's life when his Centipede device fails. It appears to heal him and make him stronger.

Ward locks Fitz and Simmons in a container on the Bus and release them into the ocean.

Coulson, May and Skye enter the barber shop HYDRA location to gain access to their computer system and find a Centipede soldiers ready to attack.

Quinn makes an offer to the DOD to sell them a thousand super soldiers.