Previously on "Marvel's Agents of S.

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" I know that Agent Coulson was killed in action.

Welcome to level 7.

Some say it was only for What is Centipede? It's an intravenous filter for his blood.

Very similar to the serum Dr.

Erskine developed in the '40s for the - Super soldiers.

Listen, Doctor, your product works.

It appears the volatility in the serum has been neutralized.

Who is the woman you referred to? Some rich girl in a flower dress.

We all have to do things that make us uncomfortable if we are ever to get our toy soldiers off the shelf.

1x10 - The Bridge That seat is taken.

Perimeter breach, quad four! Three guys just crashed the prison! Security breach! Security breach! Time to go.

Sir.

Excuse me? - Time to go, sir.

It's time to go sir! - Mission briefing in 5.

Okay.

Katherine Shane? - Do you know her? We ran a few ops together in the '90s.

Smart, resourceful.

Had a soft spot for Truffaut movies.

Easy there, charm school.

According to these files, Agent Shane could be my Mom.

Even if Shane was the agent who dropped you off at the orphanage, it doesn't mean she's your mother.

I started looking into all the female agents - active when I was born.

Mm-hmm.

Needle, haystack, I know.

But then I factored in age and marital status, and then I built a program to narrow down the field.

You're still looking at a long road.

Well, it would be a lot shorter if I could access more files.

Maybe you could remove my internet nanny? - I'm talking about my tracking bracelet.

I got that.

So you'll take it off.

No.

But I asked May to look into S.

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's more restricted files.

I was kind of hoping to keep this private.

Agent May specializes in private.

Let's go.

Nice feint.

I read your file.

I know you favor your left.

That's in there? What else? Nothing that's news.

You don't play well with others.

I think I've proven that I can - more than once.

Not here.

Towel down.

I need you both in the command center in 5.

At 08-00 hours, three men infiltrated the Havenworth federal penitentiary.

Infiltrated? More like cannonballed.

They were in and out in less then two minutes.

Left no prints at the scene, but we do have one lead.

Centipede.

Seems they salvaged some of their research from Hong Kong.

So we were right.

Chan's platelets solved their combustion problem.

Now they can create super soldiers with no fear of explosion.

Maybe don't get so excited about it.

Two of Centipede's labs have been destroyed, but they keep popping back up.

Now they have at least three of these guys, maybe more.

Who did they break out? Edison Po, former Marine, expert in tactics and rapid response.

He fell off the grid in '08, reappeared 18 months ago at a diner in Boston.

Where he stabbed a friend's eyes out.

With a steak knife, then finished his meal.

That's funny.

Po doesn't look crazy.

I'm kidding.

The guy is a walking mug shot.

Which means he shouldn't be too hard to track down.

Finding Po and these Centipede soldiers is a top priority for S.

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We'll be running point, but we won't be working alone.

What team did HQ send for backup? Not a team a person, someone who can help us fight fire with fire.

Somebody we worked with before? - Not exactly.

Did I beat Captain America's time? Not even close.

Excuse me.

Agent Coulson? - Mr.

Peterson, if you could put that bulldozer back where you found it we need you to suit up.

This is a bad idea.

While I have you in a good mood, you should know that Skye's trying to I.

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the agent that dropped her off at the orphanage.

We agreed to protect her from the truth, so I told her you were looking into it.

She may come to you.

One mistake at a time.

Agent Coulson, Agent May.

Last time you saw her, you threw her into a brick wall.

Right.

First time around, I wasn't who I wanted to be, but now I get it.

Having all this it's a privilege.

And training to be an agent, working with S.

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, it's me trying to do better, trying to be better.

I just need you to give me a shot.

Everyone deserves a second chance.

But let me be clear there will not be a third.

Understood, sir.

Good.

It's not good.

At all.

The guy was a ticking time bomb literally.

HQ wouldn't have sent him if he was still combustible.

They must have found a way to stabilize him somehow.

They stabilize his attitude? 'Cause he was pretty hostile in Union Station.

Well, it's not like we haven't opened up our doors to other people people with questionable track records.

Not cool, but true.

And don't worry about Mike.

He's a good guy.

Who's been in the Centipede program.

Exactly.

He can give us some superpower backup.

Yeah.

Just saying, this could easily go sideways.

I mean, the last time we saw this guy, he was a raging homicidal maniac He's standing right behind me, isn't he? Mr.

Peterson, this is Agent Grant Ward.

He's the man who shot you at Union Station.

Fitz-Simmons designed the weapon he used, - and I think you remember - Kidnap victim.

You joined S.

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? Yeah.

Turns out, guys in suits not so bad.

Look, I know Union Station could have gone another way.

Another team might not have let me out of there alive.

I owe you all off you.

That's bygones and water under a distant bridge far away.

How's your son? - Still with my sister.

He thinks I'm working construction, but he's good, happy.

So, what do we have? - Not much on Po.

I checked his previously known addresses and old military contacts came up empty.

We've been looking for where Po might be on the outside.

Let's look at his life on the inside at the prison.

See if that gets us any leads.

Anything on the Centipede soldiers? We found a facial recog match on one of them.

Name's Brian Hayward.

Stationed in Afghanistan for three years, then fell of the radar when he got back.

Only living relative sister, Laura, Sophomore at the University of Ohio.

She's our best shot at finding Hayward.

You and I will go talk to her.

Have May set a course for Cleveland.

With all the high-tech gadgets and gizmos at our disposal, it's easy to forget about the simple tools of the past.

What can I do for you? I'm just curious about what you want me to do, - where you need me.

Here, on the plane.

But shouldn't I be out in the field? I mean, that's why you brought me here, right? You'll get your chance.

Right now I need you to go down to the lab for some tests.

I'm stable.

They already tested me at Sci-Ops.

I know.

I also know that using your powers takes a toll.

I need to understand your limits, for your sake as well as my team's.

The lab's downstairs.

I have to put away four times what I used to just to keep my energy up.

Uh, and after you use your strength? Maybe 10 times the food? And I usually crash afterwards.

It's really hard on my body.

Hard body.

Got it.

You do know we have equipment that can take measurements.

No need to do it manually.

My mistake.

Well, no matter.

I'll send the numbers to you straight away.

I need measurements to build you a diagnostic suit so we can monitor your vitals in the field.

As for fabrics, how does a polymer blend with 10 layers of treated composite material sound? - Sounds great? - Yeah, it does, doesn't it? Uh Sorry.

I'm sorry.

I was I was just looking at it, and Oh, no, it's okay.

I'm used to it.

They tried to take it off me at the Sci-Ops facility.

Realized they couldn't do it without killing me.

I'm afraid we're terribly curious.

How did they stabilize the Extremis in you? - And keep you from exploding? - Yeah.

Oh, that wasn't them.

That was you two.

Come again? - What's that? Your gun.

It somehow froze me right at the moment I was about to explode, helped my body absorb the serum, stabilize.

Your weapon saved my life.

Well All that, and it didn't even leave a scar, so - Well, I - Well, I should think not.

Yeah, we couldn't have that, could we? It would be a shame, especially when you're so, well, formed and symmetrical.

And wh when did you stop talking? About three embarrassing sentences ago.

Yes, right.

"Psychology of women: Unraveling the female psyche.

" That's an actual book? It's a whole course.

Hayward's sister's in there now.

We'll be at the school in 10.

We'll catch her on her way out.

Whole class on women.

Time was, you just had to figure them out.

Solving the puzzle was half the fun.

You solve a lot of puzzles in your day? A few.

Some more worth it than others.

One was especially rewarding.

What happened? - I died.

Oh.

I guess she wasn't level 7, sir? She was a cellist, second chair, Portland symphony.

Saw her play whenever I was in town.

Ever see a beautiful woman play the cello? It's something else.

She laughed at my jokes, too, which was a very nice bonus.

You know where she is now? - Of course I do.

I'm sorry, sir.

I was gone for months.

The Avengers thought I was dead, so I had to keep that up S.

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protocol.

It's probably better this way.

Maybe if she'd been part of the agency In my experience, that's just asking for trouble.

Hey.

Coulson told me you were helping to, you know, find my long-lost folks, so thanks.

I'm glad you're in on this with me.

It means a lot.

Right, I can tell you're really into this.

Um, I've done a lot of the heavy lifting already, came up with a short list.

I thought you might We're on a mission, Skye.

Is this why you called me here? No.

I was just working on this while I waited for you.

Uh, I called 'cause I found something about Po.

Show me.

Po only had one visitor during his prison stint her.

You notice the outfit? Miles said a girl in a flower dress asked him to hack S.

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This could be the same girl.

Can we hear the conversation? - That's the bummer there was no audio, but it's not a total loss.

I was able to use S.

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's lip-reading program, because we have one of those! It didn't work on the girl because she never looks up at the camera, but Po did once and it caught this.

The Clairvoyant does not like to be touched.

I wrote that down, so we don't have to hear that again ever.

The Clairvoyant.

Yeah.

Does that mean anything to you? But it means something to them to Po and whoever that woman is.

Her name's Raina.

You know her? Yeah, she recruited me for Centipede, came up to me at the hospital where I did my back therapy out of the blue.

Told me she could change my life.

Nice to cut my own meat again.

The steak was to your liking? Overcooked, and the ambience We're not here for the decor.

We've stabilized the serum, added the implant, and now we need the Clairvoyant's help in finding the key to stage three.

I've asked before.

The Clairvoyant has trouble seeing the man you're looking for and his weaknesses.

I don't mean to upset you.

It's the way of things.

This is what's upsetting me.

This S.

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teams has destroyed two of our operations.

We move every few days now to be safe.

Which causes challenges for our maintenance problems.

We can't overstate the toll this takes on our soldiers.

They are drained after every mission.

Our men need regular injections, constant upkeep.

Difficult when S.

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has us on the run.

Then it's time to stop running.

We're running her through our systems.

Maybe we can get an I.

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, but we're guessing she's Centipede's recruiter and Po's her latest recruit.

Three super soldiers dive-bomb a prison, pluck him out? He's her number-one draft pick.

But why him? Centipede's making more soldiers.

Maybe they want Po to coordinate them, lead them.

His background's tactical strategy.

He fits the bill.

So, these guys have super soldiers, an expert military strategist, and a Clairvoyant who can see the future.

Anyone else thinking about switching teams? They couldn't have a psychic.

There are none on the index.

They're a myth.

So was Thor.

Maybe it's an alias.

Run it through our database and see if anything pops up.

Ward is approaching Hayward's sister now.

Laura Hayward? - That's me.

Sorry to bother you, But I was hoping you could help me out.

I hope so, too.

I'm looking for you brother, Brian.

Have you seen him lately? - I'm I'm sorry.

Who are you? Ah.

Dan Filch, Ohio State gaming commission.

We're trying to contact Brian, tell him the good news.

He won the lottery? - $50,000.

Really? - Mm-hmm.

And you're looking for him? Don't you guys want to keep the money? Sure, but we have to at least try and contact the winners before the ticket expires.

Your brother's does in six days, - so if you know where he is - I don't.

Sorry.

We're not close.

I haven't spoken to him since he got back from Afghanistan.

Well, now you have a reason to So let us know if you hear from him.

Okay.

Not sure why you wanted to go with the lottery story, sir.

It's a tough sell.

Exactly.

Nothing makes people more suspicious than a handsome man offering them free money.

She's making the call now.

Brian, it's me.

Some guy was just waiting for me at school, said you won the lottery.

I know, right? We're not that lucky.

Is he local? - No.

He's in Oakland, California.

Come in! Oh, it almost looks homey.

Is that Ace? What a cutie.

He must be so proud of you, his dad working for S.

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Which he can't know with everything being classified.

That's all right.

He knows I'm working.

Called him on his birthday and gave him all the "Heroes of New York" action figures.

Nice.

Are you two close? - We're a team.

I'd do anything for this little guy.

It's got to be the best feeling, son looking up to you who wants to grow up to be just like you.

Yeah.

Looks like he's growing fast, though.

You said you wanted your shot.

Here it is.

I won't let you down.

I think it's quite smart.

How does it feel? Feels good.

Comfortable.

Having powers is cheating, but the suit's pretty cool.

It's perfect for an array of tactical missions.

Yeah, also measures your heart rate, systolic pressures, and glucose levels.

All while providing state-of-the-art ballistic protection.

Yeah.

Thanks.

Oh, no.

Thank you.

We've never been so proud.

Hayward's cellphone has been traced to an abandoned factory about eight miles from here.

Probably Centipede's new lab.

Certainly been there M.

O we destroy one factory, they set up another, putting us back to square one.

This time, I want answers.

Means we go in quiet, do minimal damage to the facility and the people inside.

Ward, May, you'll go in through the west entrance.

Mr.

Peterson and I will enter through the loading dock.

You'll run the back end from outside.

We're doing this just us? We've been playing whack-a-mole with these guys since Ward first picked me out of my van.

Shouldn't big S.

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be sending in backup? Trust me, they already did.

Let's move.

No pressure.

We alone here? - It appears so.

The only heat signatures we're reading are yours.

But there's a weird electronic signal.

I'm trying to isolate it.

Place looks emptied out.

Think we're too late? Fitz, dial Hayward's number.

Find out.

Uh, sir, you've got company.

Yeah, we do.

Coming your way.

Usually packs a bigger punch.

Yeah, I remember.

What's happening? His systolic and diastolic pressures are dropping.

Heart rate's plummeting, as well.

Sir, he's in bad shape.

Between the physical exertion and this wound, his vitals are dangerously low.

Who's behind Centipede? Who's doing this?! I won't say anything.

I promise.

No! Please! Don't do th That's Mike Peterson, one of our first subjects.

He hasn't been injected with the serum in awhile, but he still has his powers.

No.

What he has is your key to stage 3.

The one on the left is Akela Amador's.

Hayward's is on the right.

Now, his prosthetic was slightly damaged, but based on digital reconstruction, we can now confirm that the technology is virtually identical.

Hayward's prosthetic has the same internal power source, backscatter capabilities, and biomechanics as Amador.

So Centipede also designed the eye implant? - These guys are serious multitaskers.

Who's akela Amador? Former S.

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agent, the first person we encountered with this eye technology, a good agent who was forced to do some bad things.

We helped her.

Kind of a pattern with you guys.

So then those soldiers at the warehouse were forced to attack us through that eye thing? They were getting orders.

When the tide turned in our favor, Centipede flipped Hayward's kill switch, told the other guys to run.

Can you track the eye feed like before, find their location? Nope they've upgraded since Amador.

Their feed's untraceable now.

Their technology keeps advancing at a disturbingly rapid pace.

They must have endless manpower, resources.

And someone with a fat wallet.

Po's the strategist.

Raina's the recruiter.

Perhaps this Clairvoyant's the money.

That makes sense.

If I could see the future, I'd go straight to Las Vegas.

Whoever's behind them may or may not be psychic, but they're one step ahead of us every time.

I need to update HQ.

This is bigger than we thought.

I spoke with the Clairvoyant.

And? I'll share the information when the time is right.

I would love to hear much more than just information.

Will you tell me what he's like? Never.

The last person who tried to learn these things got a knife for it.

I don't want to have to do that again, Raina.

You have such pretty eyes.

I understand.

You can't even whisper to me about him.

No, I can't.

But I did tell the Clairvoyant about you.

Spoke at length about your many virtues.

How sweet.

I'll pour you a Scotch.

Don't ever do that again.

Brandy, then? - When we're out in the field, your head needs to be on the op, not on me.

Time-out.

Still playing catch-up here.

What are you talking about? - You taking a punch for me? - I don't need your protection.

You think I don't know that? I took that punch 'cause you're faster than me.

You could do more good on your feet.

It was tactical, not personal.

My mistake.

I am not some recruit who can't separate church from state.

I'm on the same page as you.

So don't flatter yourself.

Sorry.

I didn't mean to crash.

What do you want? This about that thumb drive again? - No.

Good.

Look, I get that you don't want to help with that loud and clear, big neon, flashing lights.

But I didn't ask, okay? Coulson - Coulson doesn't want to tell you the truth.

The truth is You have to decide why you're here.

We have a mission, and it's not to find your parents.

If you can't put aside your personal attachments, then you shouldn't be here! - Oh, come on in.

Thanks.

You doing okay? - Afraid I won't be much good to you for the next couple days.

That's understandable.

You went above and beyond at that warehouse, - had our backs more than once.

Thank you, sir.

But I know Centipede's still out there.

No, we still got a lot of work to do.

True.

But according to your S.

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, hard work's your specialty.

Said you train 24/7.

I want to be the best.

And that's admirable.

But you hadn't left the training facility since you got there, Which means you haven't seen your son since Union Station.

Ace is fine.

We we talk all the time.

But you haven't been to see him.

Why? Mike! Because the last time he saw me I was a monster.

My kid saw that.

You can't fix that from here.

And staying away, not being there I've seen firsthand the kind of damage that can do.

The last thing I want to do is hurt Ace.

He's he's my son, but - maybe he's better off without me.

I don't think that's true.

When I took this job, I made a choice, the same choice everyone else here made this life over the other one, the one with holiday dinners and PTA meetings, recitals.

It's not easy.

But if the time comes to make the hard call, it's simpler.

But you have a son.

You have someone waiting for you to come home.

You need to think about that.

You need to think about him.

Before you make your choice.

Hello? - Hey, Ace.

Dad! It is so good to hear your voice, buddy.

And I got some good news I'm gonna get to come home and see you for a bit.

Awesome! Then maybe you can meet my new friend.

She said she knows you.

She's here right now.

Ace, who's there with you? Where's your Aunt Mindy? Hello, Mike.

Remember when I told you I could change your life? They want a trade Ace for his father.

They've set a time and a place.

Bloody savages.

They want to experiment on him, determine how he still has his abilities.

And we're gonna let them? We've fought these guys before.

We don't have a choice.

The instructions they gave Mr.

Peterson were very specific.

I called HQ, told them to stand down.

Stand down? - So we take them alone.

We should at least have a hostage-rescue unit In support of this.

They said they would murder my son.

If we make one wrong move.

Any electronics, any comms, any sign of surveillance and they'll terminate the arrangement.

I'll give myself up, no problem, get him back.

I can figure it out from there.

You're still recovering.

We can't just hand you over to them like that, can we? Fitz-Simmons have a non-electronic method of tracking him.

Simmons has fabricated an odorless scent.

I have an instrument which can detect it.

Works like a bloodhound, can track someone from over 50 kilometers.

After we make the trade, we'll be able to follow Mr.

Peterson.

Buy him some time to get his strength back.

We'll find him.

I don't care what happens to me.

As long as my boy is I promise you, we're gonna get your son back.

At least let me escort him out for the exchange.

Mr.

Peterson requested me.

I'm comfortable with that, and if things go South, I need you back here, taking point on the team.

Is Ward in position? - Yes.

But I don't like any of this.

There'd be something wrong with you if you did.

Once the swap happens, I'll fire up my equipment.

We'll be able to track you wherever they take you.

Just don't do anything that'll endanger my son.

We won't, but we want to make sure Ace has his dad at the end of the day, too.

Time to go.

My team won't let you down.

It wasn't supposed to go down like this.

I'm gonna make this right, I swear.

Damn it.

Hello, Mike.

It's been awhile.

Your son is adorable, and he looks just like you.

I don't believe I've had the pleasure.

Lucky for you.

I have to thank you, Mike, for holding up your end of the deal.

Let's just make the trade.

Give us Ace, and you can have him.

Oh, that wasn't the deal.

I'm so sorry.

Let me know when I can activate comms and the tracker.

What's happening here, Mike? Well, in exchange for his son, we asked Mike to deliver you.

I'm not at full strength, but I can still crush your throat.

New deal! My son for your life! Sadly, my employer cares no more for my life than your son's.

If I die, so does he, and his death will be so much worse.

You need to let her go.

I told them they could have me.

But they want you.

Why do they want you? I don't know, but if you kill this woman, you'll never see your son again.

But how will I look him in the eye? How will I explain what I did? We talked about this.

I'm so sorry.

Let's finish this.

Dad! There's his son.

Oh, thank god.

I have no stomach for this.

On my mark, activate comms and tracker.

If there had been any other way - You made the only choice you had.

What happened? They've taken Coulson.

All right, call it in.

We need backup.

I have a shot.

Do not engage.

They'll kill Coulson.

Stand down.

I'll contact HQ.

You okay? - I'm fine, Dad.

S.

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HQ, this is S.

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RG422.

We need immediate satellite support.

Ace, I've got to make something right.

Daddy loves you so much, okay? Stay with Skye.

You remember Skye, right? Keep him safe.

Take care of my boy! Nooo! Mike! Where's Coulson? Oh, my god.

Coulson.

We land in half an hour.

Good.

The sooner we begin, the better.

Whatever this is, whatever you think you're doing, it won't work.

I won't give you what you want.

You will.

And we want is simple.

We want you to tell us about the day after you died.