It was just another average morning on July 22, 1955, when Agent Phil Coulson realized the importance of that day in the S.H.I.E.L.D. history books. With a chip on his shoulder and a genre-bending glitch in his system, he’d set into motion a chain of events that would hopefully preserve the timeline as we know it and ensure those pesky Chronicoms get the ending they deserve. What could go wrong?
Phil Coulson explains how he does not believe in fate, but when playing with history, there is not much you can do to change it. Eventually he wakes up handcuffed to a table while Daniel Sousa is on the phone. Coulson explains the story of the night Agent Daniel Sousa became the first ever fallen agent of S.H.I.E.L.D., an event that would go on to inspire hundreds of future agents.
Sousa hangs up the phone and begins trying to get information out of Coulson, who understands that a major historical event had already been altered by what transpired with the Chronicoms earlier.
Coulson lies and explains that he is Sousa’s contact, sent to help him deliver a gadget to Howard Stark. After some convincing, Sousa buys it and the team has its next mission.
In need of help, Coulson calls back to The Krazy Kanoe where Enoch is still working as a bartender. He asks if after two decades of waiting, he can rejoin the team, but Coulson states that now is not that time. Instead, they will have to link up with him at a later time. Coulson explains his current predicament, and Enoch states that he can patch Coulson through to the Zephyr because he has had two decades to construct the technology to do so.
Enoch patches Coulson through to the Zephyr and he explains the situation to the team. The team discusses the fact that Sousa dies later that night and then lays out the plan to collect the gadget from the home of the scientist Niles Lindmore who was impersonated by the Chronicom they fought earlier at Area 51. Eventually, it is decided that Deke Shaw and Yo-Yo Rodriguez are to retrieve the aforementioned device.
On their way to the house, the two agents talk about how in the 1930s and now in the 1950s, both time periods were quite sexist and racist. Rodriguez tells Shaw that things do get better, just never fast enough. With Shaw remarking how in spite of that, some things never change. The discussion then veers to them talking about the possibility of changing the timeline for the better by doing things like killing Freddy Malick or even saving Agent Sousa. Neither one of them seems completely sure about what might be the right thing to do.
They arrive at the home of the deceased scientist and split up to find the gadget. Rodriguez finds the faceless body of the scientist before finding what she was looking for. Meanwhile, Shaw is ambushed by two thugs, including Joe and taken as a hostage. Coulson eventually explains that they now have the gadget but they don’t have Shaw.
Coulson and Sousa board a train as Coulson continues to build his lie regarding his involvement in Sousa's delivery. He convinces Sousa to simply sit and wait for his contact to reveal himself and drop off the package. Rodriguez was supposed to make the drop but she was now off looking for Shaw instead, which in turn was making Coulson feel anxious at his cover being blown.
Back at The Krazy Kanoe, Enoch gets another call, this time from Rodriguez. Before he can get the chance to ask if he is to be brought back in, she asks him to patch her through to the Zephyr again. She explains to Mackenzie that she has the package but Shaw is missing.
On the train, Coulson improvises and swipes a briefcase from an unsuspecting passenger, telling Sousa that was his contact. As they move to another car though, some other passengers appear to be very interested in their movements and whereabouts.
Back on the Zephyr, the team inspects the gadget Rodriguez acquired. Most of the team seems unimpressed, but Jemma Simmons is excited about its historical significance. Melinda May seems just as skeptical as the team but after touching Simmons’ arm, she is surprisingly as thrilled as the scientist, which puzzles the team for a moment.
After making some small talk, Sousa decides to grab a drink in the train’s bar. As soon as he leaves, Luke joins Coulson and offers him a deal to give them the Earth and in exchange they will be merciful to humans. Coulson subsequently declines the offer and Luke explains that all he had to do was make one call to speed up Sousa’s death.
Meanwhile, Sousa is confronted by a woman, Lana, in the bar who attempts to distract him as her two friends clear out the rest of the car. Sousa sees through her charade and a fight breaks out. Sousa is saved by Daisy Johnson, Alphonso Mackenzie and Coulson who arrive just in the nick of time.
The team brings Sousa aboard the Zephyr but still tries to keep everything very secretive. While being introduced to the team, Sousa shakes May’s hand and she immediately becomes panicked and worried. After a moment of concern, she calms down. Rodriguez and Simmons escort her away.
The team turns the package over to Sousa and asks for information on where Shaw might be in return. Sousa explains to them that S.H.I.E.L.D. may have been infiltrated by HYDRA, which he sees as an absolute bombshell. This of course shakes Sousa and Coulson realizes it was HYDRA who killed Sousa, not the Russians as it was previously believed, and that Freddy Malick was the one calling the shots.
Shaw is brought to an office by the two armed thugs who took him. An older Freddy Malick introduces himself to Shaw as Wilfred. After more than twenty years, the HYDRA boss doesn’t recognize Shaw, who puts together a lie about being a toaster salesman. Wilfred kills his goon for bringing him the wrong man.
Mackenzie finds Malick’s address and plans to go rescue him, but Coulson brings up Sousa’s mission. The two discuss whether or not they should save him, effectively altering the timeline. Meanwhile, Johnson and Sousa discuss HYDRA’s infiltration, a conversation that finds Sousa increasingly frustrated.
Now backed into a corner with a gun on him, Shaw decides to expose himself as the man Wilfred met back in 1931. He explains that he once made the call not to kill Wilfred and after a tense moment, Wilfred lowers his gun to return the favor. He allows Shaw to leave but lets him know that if he sees him again, he won’t be so lucky.
Simmons examines May before Rodriguez enters and explains May’s panic attack back at the base as well. May explains that she’s been feeling nothing before her emotions wash over her uncontrollably.
Shaw uses a payphone to contact Enoch and tries to catch up with the friendly Chronicom before he casually connects him to the Zephyr. Enoch then explains to his bar patron that he is alone in this world as he has always been. Patched through, Shaw explains that he got away from Malick, something the team already knew. Mackenzie tells Coulson he is changing the mission and calls Johnson away from Sousa.
May explains that her panic attack on the base was the first time she felt anything since she entered the temple some time back. Simmons and Rodriguez eventually put it together that May is feeling the emotions of anyone she touches, Simmons’ excitement for the gadget and Sousa’s confusion being brought on the Zephyr. She explains that when she touched Sousa she also felt the need to run. Sousa then immediately makes a run for it, with the package in tow.
Joe calls Malick and explains that his job is done. It is subsequently revealed that the body in the pool is actually Coulson. In reality, Sousa was actually I.C.E.D. by the S.H.I.E.L.D. team and not shot by Joe after all. Instead, it is Coulson who is shot by the aforementioned Joe. Johnson and Simmons pose as nurses and collect Coulson’s body.
Back on the Zephyr, Simmons works on Coulson and restores his system. Now seeing in color and not black and white, Coulson explains that his internal monologue is gone. May then touches Coulson and explains that she gets nothing off of him.
A clock appears, counting down the seconds until the next jump. The team shares their regrets regarding leaving Enoch once again, but Johnson explains that he’s a Chronicom so he’ll be wherever they jump to next.
After the jump, Sousa wakes up and is greeted by Coulson who tells him everything. Sousa is surprisingly unphased by the information, but then Coulson explains that Sousa is, historically speaking, now dead. Which does not go over quite as easily.
Coulson leads Sousa to the bridge and the now-technically-deceased agents ask ‘when’ they are. The team hears “No More Mr. Nice Guy” come over the radio, letting them know that they are now in the early 1970s.
Back at his home, Malick is joined by Luke who comes to him with a proposition. Luke offers to help him prevent S.H.I.E.L.D. from eventually destroying everything he will build.
- 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
- Joel Stoffer as Enoch
- Tobias Jelinek as Luke
- Neal Bledsoe as Wilfred Malick
- Darren Barnet as Young Freddy Malick (archive footage; uncredited)
- Larry Clarke as Tom
- Enver Gjokaj as Daniel Sousa / Daniel Sousa
- Philip Alexander as Joe
- Stephanie Drapeau as Lana
- Paul Rogan as Concierge
- Tom Simmons as Cop
- Brett Sheerin as Niles Lindmore (uncredited)
- Steve Picerni as HYDRA Agent (uncredited)
- Frank Scozzari as Train Conductor (uncredited)
- David Horton as Train Passenger (uncredited)
- John Bishop as Frank (archive footage; uncredited)
- Tim Dezarn as George (archive footage; uncredited)
- Los Angeles, California
- New York City, New York
- S.H.I.E.L.D. Academy (mentioned)
- Bastogne, Belgium (mentioned)
- Las Vegas, Nevada (mentioned)
- Langley, Virginia (mentioned)
- Temple of the Forgotten (mentioned)
- Fear Dimension (mentioned)
- Chronyca-2 (mentioned)
- War Against the Chronicoms
- Assassination of Daniel Sousa (flashback)
- World War II (mentioned)
- Siege of Bastogne (mentioned)
- Izel's Campaign (mentioned)
- Battle at the Temple of the Forgotten (mentioned)
- A History of S.H.I.E.L.D.
- Wall of Valor
- Yo-Yo Rodriguez' Prosthetic Arms
- Healing Pod (mentioned)
- Super Soldier Serum (key ingredient; mentioned)
- Chronicom Hunters
- Los Angeles Police Department
- Clark County Tribune
- Strategic Scientific Reserve (mentioned)
- United States Department of Defense (mentioned)
- CIA (mentioned)
- Avengers (mentioned)
- Howard Stark
- Peggy Carter
- Chester Phillips
- Edwin Jarvis
- Ana Jarvis
- Niles Lindmore
- Niles Lindmore/Chronicom
- Phil Coulson
- Gerald Sharpe (indirectly mentioned)
- Dwight D. Eisenhower (picture)
- Duke Ellington (picture)
- Wicked Witch of the East
- Wicked Witch of the West
- William Faulkner
|No More Mr. Nice Guy||Alice Cooper|
- This episode includes an epitaph for Joseph Teague.
- This episode is a homage to the classic noir genre of films from the 1940s and 50s.
- As such, most of the episode is in black and white. This is explained in-universe as a side effect of Phil Coulson's LMD malfunctioning after being shorted out by an EMP Generator in Alien Commies from the Future!, which causes him to see the world without color and to monologue in his head like in classic noir films.
- The episode title is a reference to the noir film of the same name.
- The title also references the fact that Daniel Sousa is a man "out of time", as the team took him from his time after his presumed death.
- This episode marks Alphonso Mackenzie's 100th appearance on Agents of S.H.I.E.L.D..