A surprise leap forward in time has stranded Enoch in 1931 and landed the team in yet another unfamiliar decade. Now, in order to stop the Chronicoms from launching their newest future-dismantling plan, the agents will have to infiltrate one of S.H.I.E.L.D.’s most secure bases. They won’t be able to succeed without help from a familiar face or two.
A young couple, Biff and Barb, stares at the stars, with the young guy mentioning that this is the place he saw a flying saucer. The girl mentions that she thought it was just a line he used to get her to come with him. The two are about to kiss when they are startled by the Zephyr flying overhead. Inside, the team learns that they are now in the year 1955 and just so happened to have ended up just outside of Area 51.
Elsewhere, Luke and Abel meet with their predictor, Sibyl, who assures them that they are still on the right path after the two Chronicom Hunters argue over the fact that they allowed S.H.I.E.L.D. to live. The predictor explains that they must be delicate with time, and the Chronicoms talk about their new plan, which involves something called Helius. Sybil explains that if done correctly, their plan will be brutal and exacting.
Back on the Zephyr, birds are heard chirping as a new day begins. Agents Alphonso Mackenzie and Daisy Johnson argue over her order to kill Freddy Malick, but it is short-lived once Mackenzie pulls rank. Agent Jemma Simmons explains that they are more or less drafting off of the Chronicoms’ time jumps in order to follow them. Eventually Mackenzie lays out a plan to find the Chronicom Time Ship and go on the offensive. Coulson goes on to explain that Area 51 is a S.H.I.E.L.D. base, prompting Johnson to realize that conspiracy theorist days had some truth in them. The team discovers Helius at that base and conveniently realize that it is likely a piece of the Chronicoms’ plan.
Mackenzie, Rodriguez , Coulson and Johnson head to Flying Rocket Diner to pick up a mark, a man named Gerald Sharpe from the United States Department of Defense. While there Mackenzie caresses Rodriguez’ prosthetic arms and remarks at how real they feel. Rodriguez also confesses that while at the speakeasy, she tried to use her inhuman ability but couldn’t. Mackenzie understands and says that she is probably still recovering. At another table, Coulson is in awe at being in 1955, and calls it the precipice of innovation. But Johnson is quick to point out the segregation of white people, and people of color during the 1950’s. Coulson admits that they still have a ways to go before they see Sharpe walk in through the door of the diner. After Johnson slips something in his coffee, they have him subdued on the Zephyr with plans to get information on Helius from him.
Agent Melinda May joins the team and is quickly briefed on the fact that they are in 1955, in Area 51 and trying to stop the Chronicoms from stealing a powerful space weapon. May once again has no reaction and the team is starting to take notice of her odd behavior, when she appears to be devoid of any emotion. Mackenzie and Johnson explain to her that Coulson and Simmons are already on the base. Coulson used Sharpe’s identity, but Simmons had to use Agent Peggy Carter’s identity to get in.
Inside the lab, Coulson and Simmons meet the head scientist, Pascal Vega, who walks them through some of their high-tech inventions, one of them being the Walkie-Talkie Wristwatch, which has a tiny radio that the scientist eagerly explains one can carry on their person at all times. Eventually, the two unimpressed agents explain that they need to question the scientists for a potential security breach.
Back on the Zephyr, Mackenzie and Rodriguez interrogate Sharpe but it turns out he’s not going to break so easily. After making some offensive comments toward both of them, he explains that he is ex-military and wrote the field manual on interrogation.
In the lab, scientists line up to be questioned by Coulson and Simmons. Coulson explains that they don’t need to test whether or not they are Chronicoms, they just need to test if they’re human. Another agent arrives on the base and a guard explains that two agents are interviewing the scientists, one of them being Peggy Carter. The arriving agent reveals himself to be Agent Daniel Sousa, the former partner of the real Peggy Carter.
Deke Shaw and Johnson meanwhile argue over her order to kill Malick. Shaw goes onto tell Johnson that he does not want to be the guy she met at the Lighthouse in 2091. While looking through some paperwork, Johnson realizes that Sousa will be on the base, which will inevitably cause problems for them since he was Carter’s old partner.
While she is still questioning scientists, Simmons is interrupted by Sousa, who explains who he is and promptly arrests her. He explains that is charge of the Los Angeles branch of the S.S.R and pulls out a gun, as Simmons sighs in exasperation. Meanwhile, Coulson is aboard the bus and is questioning some more people to expose the Chronicoms hiding in plain sight, when Sousa comes in and orders for Couldson to be arrested.
Back on the Zephyr, May could not crack Sharpe and Rodriguez mentions that she had to pull May from Sharpe after he called May an oriental. After some discussion, the team realizes Shaw might have better luck because he is white. The reluctant Shaw eventually accepts his new mission.
Sousa heads to his office where he encounters Johnson who is undercover as a CIA agent. Johnson uses her knowledge of Sousa and the recent security breach to her advantage and wins him over. Sousa reveals that he has sent a report to the CIA regarding sleepers within S.H.I.E.L.D. post-World War II.
Shaw takes a crack at interrogating Sharpe and, while it seems like he gains his trust in the beginning, Sharpe laughs at him off and still refuses to talk. He does however slip up and explain that Helius doesn’t work because there is nothing powerful enough to get it up to velocity. Shaw realizes that a Chronicom would be and that must be what they are planning. He explains this to Mackenzie, who decides to send May and Rodriguez into the base.
Disguised as pilots, May and Rodriguez head to the lab and toss in two gas canisters, with the plan to take down anyone who doesn’t react. However, once in the gas, May seemingly has a panic attack and Rodriguez freezes again.
Meanwhile, Sousa takes Johnson to see Coulson and Simmons, who quickly turn the tables on Agent Carter’s old partner and lock him in their cell as sirens sound off in the base. Coulson explains again that he is a fan as they leave him there.
May and Rodriguez regroup, with neither one being able to explain exactly what happened to them. Meanwhile, on the Zephyr, Sharpe escapes and wanders into the bridge. He is quickly overwhelmed by all the futuristic technology and begins to panic. Mackenzie tells him to settle down and then knocks him out with a single punch.
As the panicked soldiers and scientists evacuate the base, Simmons, Johnson and Coulson head back to the lab to try and deactivate Helius while May and Rodriguez go after the Chronicom, who is still trying to plug herself into the potential bomb.
Simmons quickly realizes she can use the EMP Generator in the S.H.I.E.L.D. lab to stop Helius but she’ll need to amplify it, which is going to take time. Johnson tries to remove a scientist from the lab but it turns out he’s actually a second Chronicom, "Niles Lindmore", who attacks her. Before she can do anything, Coulson tackles him, leading to another robot fight.
May and Rodriguez face off with another Chronicom at the actual Helius device. Simmons is finally able to use the EMP to shut down all electronics on the base, including Helius, the Chronicoms and Coulson.
Sousa, who had briefly joined Coulson’s fight, watches the Chronicom self-destruct and orders a soldier to get a medic for Coulson.While still clearly suspicious of these newfound visitors seems to accept that they are more-or-less the “good guys.” An unconscious Coulson lays on the grounds as he is rebooting.
Up in the sky, Mackenzie and Shaw hover the Zephyr over Sharpe, who is now waking up in the desert. Over a speaker, Mackenzie refers to Sharpe as “Earthling” and tells him that he cannot reveal what he has seen or the next time they abduct him, he will be probed. Sharpe eventually makes it back to the diner, and yells out that he thinks he was just abducted by aliens who are also communists from the future.
- Clark Gregg as Phil Coulson
- Ming-Na Wen as Melinda May
- Chloe Bennet as Daisy Johnson/Quake
- Elizabeth Henstridge as Jemma Simmons
- Henry Simmons as Alphonso Mackenzie
- Natalia Cordova-Buckley as Yo-Yo Rodriguez
- Jeff Ward as Deke Shaw
- Enver Gjokaj as Agent Daniel Sousa
- Tobias Jelinek as Luke
- Julian Acosta as Doctor Pascal Vega
- Michael Gaston as Gerald Sharpe
- Tamara Taylor as Sibyl
- Christian Gehring as Lieutenant Carpenter
- Zac Pullam as Biff
- Peyton Woolf as Barb
- Brion Brionson as Neatnik Scientist
- Erik Gersovitz as Timid Lab Tech
- Kara Gibson as Madge
- Hugh B. Holub as Tightly-Wound Scientist
- Stephan Käfer as German Scientist
- Karson Kern as Patrick Peyton
- Mary Eileen O'Donnell as Stern Woman
- Alex Ross as Well-Dressed Man
- Ryan Gray as Abel (uncredited)
- Brett Sheerin as Niles Lindmore / Niles Lindmore/Chronicom (uncredited)
- Bryan Dodds as MP #1 (uncredited)
- Jessie Graff as Chronicom Hunter (uncredited)
- Los Angeles, California (mentioned)
- Auerbach Theatrical Agency (mentioned)
- Twin Falls, Idaho (mentioned)
- Washington, D.C. (mentioned)
- Russia (mentioned)
- Ural Mountains (mentioned)
- Lighthouse (mentioned)
- Bastogne, Belgium (mentioned)
- War Against the Chronicoms
- Duel on Zephyr One (mentioned)
- Capture of Quake (indirectly mentioned)
- World War II (mentioned)
- Escape from the Dystopian Future (mentioned)
- Cerebral Fusion Machine
- Yo-Yo Rodriguez's Prosthetic Arms
- Backscatter Glasses
- Walkie-Talkie Wristwatch
- EMP Generator
- Time Di'Alla (mentioned)
- Isochronus Cyclotron (mentioned)
- Chronicom Hunters
- United States Air Force
- United States Department of Defense
- HYDRA (mentioned)
- Strategic Scientific Reserve (mentioned)
- United States Army (mentioned)
- 28th Infantry Regiment (mentioned)
- CIA (mentioned)
- Isodyne Energy (mentioned)
- Council of Nine (mentioned)
- Freddy Malick
- Peggy Carter
- Chester Phillips
- Dwight D. Eisenhower
- John Baumhauer
- Hugh Jones
- Joseph Stalin (indirectly)
- Perry Como
- John Wayne
- Rick Blaine and Victor Laszlo
- Jimmy Stewart
- Gary Cooper
- Van Johnson
- Werner Heisenberg
- Days of Thunder
Deke Shaw's Tablet List
|Your Tender Lips||The Merced Blue Notes|
|Heavy Dreams||Lloyd Price|
|Is It Real||Chuck Higgins|
- Daisy Johnson refers to Freddy Malick as the "Grand Wizard of HYDRA". "Grand Wizard" is the title held by the head of the Ku Klux Klan.
- The tests questions to determine if the scientists at Area 51 are Chronicoms are filled with popular culture references.
- The "How does it make you feel when I say the word moist?" is a reference to Dr. Horrible's Sing-Along Blog, co-written by showrunners Jed Whedon and Maurissa Tancharoen.
- The "turtle on its back" question which Phil Coulson presents to the Stern Woman originates from the Voight-Kampff test in Blade Runner, which is used to determine whether or not someone is a Replicant.
- Area 51 was established in 1955, yet when S.H.I.E.L.D. visits the base in 1955, Dr. Pascal Vega informs them that he has worked there for a few years. It is possible that within the Marvel Cinematic Universe, Area 51 opened a few years before, or that in the altered timeline created by the Chronicoms, that their earlier tampering in 1931 led to Area 51 being established earlier.