In Afterlife, Raina has a nightmare from which she abruptly wakes up, only to find Jiaying in her room. Before Raina can tell of her dreams, Calvin Zabo, Daisy Johnson and Gordon return following the Battle at Calvin Zabo's Building. Zabo confronts Jiaying about her intent to take him away from his daughter before being sent away and Gordon informs them that Lincoln Campbell has been captured by HYDRA. However, Jiaying refuses to send help to rescue him as it would be too dangerous for the Inhumans. In the meantime, Campbell and Deathlok find themselves prisoners in the Arctic HYDRA Research Facility, where they are monitored by Sunil Bakshi and List, who intends to experiment on them, removing Deathlok's eye.
Robert Gonzales meets Phil Coulson in the Bus and Coulson insists on joining their forces in order to fight against HYDRA, agreeing to hand over Nick Fury's Toolbox to Gonzales in exchange for his cooperation. Therefore, the S.H.I.E.L.D. agents from both factions, accompanied by Grant Ward and Agent 33 gather at the Playground although the S.H.I.E.L.D. agents are reluctant to work with Ward, Jemma Simmons even assuming that they should be ready to kill him. Coulson's plan is put it to a vote, but Melinda May asks to speak with Coulson in private before making her choice. May confronts Coulson about the Theta Protocol, but Coulson refuses to disclose any information about it. Eventually, May agrees to follow Coulson's plan.
The S.H.I.E.L.D. team prepares to head to the HYDRA base. Gonzales refuses to allow Bobbi Morse to join them as he is not willing to sacrifice any of his agents. Simmons manages to join the team, secretly taking a Splinter Bomb with her. Aboard the Bus, they are joined by Skye, who manages to convince Gordon to teleport her thanks to Raina's vision. While Ward explains the details of the mission, the others blame him about all the wrongs he committed, but they ultimately decide to work together. S.H.I.E.L.D. decides to sacrifice the Bus, leaving the plane to be destroyed by the HYDRA defenses while they leave on a free falling Quinjet.
The S.H.I.E.L.D. team storms the HYDRA base, where they meet Bakshi, who is still working for Ward. The team splits up. Skye, Simmons, and Ward find Deathlok, who informs them that Campbell has been taken elsewhere. While Skye manages to rescue him in time, Simmons tries to kill Ward with her Splinter Bomb, but Bakshi intervenes and is killed instead. Ward expresses his disappointment to Simmons but does not hurt her, simply leaving instead. Meanwhile, Leo Fitz deactivates the base's defenses and Coulson retrieves secret information in the HYDRA computers.
At the Playground, Lance Hunter forgives Alphonso Mackenzie for his actions, Morse talks to Agent 33 about the time back when she was a S.H.I.E.L.D. agent and all the top S.H.I.E.L.D. officers watch the success of the whole operation. When the team returns, Ward calls Coulson and asks him to look after Agent 33. Deathlok is sent to another facility so that his leg can be fixed. Coulson hands over the Toolbox to Gonzales, casually informing him that Fury is still alive. Right after that, Coulson is called by Maria Hill. He sends her the intel about the Scepter he reclaimed in the HYDRA base, which will lead to the Attack on the HYDRA Research Base, and enacts the Theta Protocol.
In Afterlife, Jiaying and Raina discuss the latter's powers, but Raina has another vision in which she has a glimpse of the Scepter and the Battle of Sokovia.
- Clark Gregg as Phil Coulson
- Ming-Na Wen as Melinda May
- Brett Dalton as Grant Ward
- Chloe Bennet as Skye
- Iain De Caestecker as Leo Fitz
- Elizabeth Henstridge as Jemma Simmons
- Nick Blood as Lance Hunter
- Adrianne Palicki as Bobbi Morse
- Kyle MacLachlan as Doctor Calvin Zabo
- Henry Simmons as Agent Alphonso Mackenzie
- J. August Richards as Michael Peterson/Deathlok
- Dichen Lachman as Jiaying
- Ruth Negga as Raina
- Jamie Harris as Gordon
- Maya Stojan as Kara Palamas/Agent 33
- Simon Kassianides as Sunil Bakshi
- Luke Mitchell as Lincoln Campbell
- Henry Goodman as Doctor List
- Christine Adams as Agent Anne Weaver
- Edward James Olmos as Agent Robert Gonzales
- Cobie Smulders as Maria Hill
- Mark Allan Stewart as Agent Oliver
- Brendan Wayne as Jiaying's Assistant
- Chad Cleven as HYDRA Tactical Agent
- Afterlife, Nepal
- New York City, New York
- Kauai, Hawaii (mentioned)
- Mykonos, Greece (mentioned)
- Sokovia (mentioned)
- HYDRA Research Base (indirectly mentioned)
- Puerto Rico (mentioned)
- S.H.I.E.L.D. Safe House (mentioned)
- Novi Grad, Sokovia (indirectly mentioned)
- War on HYDRA
- Kidnapping of Leo Fitz and Jemma Simmons (mentioned)
- Attack on the Playground (mentioned)
- Kidnapping of Lance Hunter (mentioned)
- Attack on the Helicarrier (mentioned)
- Ultron Offensive (mentioned)
- Battle of Sokovia (mentioned)
- Forearm Rocket Launcher
- Backscatter X-Ray Eye Implant
- Cybertek Prosthetic Leg
- Photostatic Veil
- Splinter Bomb
- Scepter (vision)
- Infinity Stones (vision)
- Mind Stone (vision)
- Words of Creation (mentioned)
- Ultron Sentries (mentioned)
- Monolith (mentioned)
- Stark Industries
- Strategic Scientific Reserve (logo)
- Avengers (mentioned)
- Wolfgang von Strucker
- Daniel Whitehall
- Andrew Garner
- Christian Ward
- Grant Ward's Mother
- Grant Ward's Father
- Pietro Maximoff
- Wanda Maximoff
- Nick Fury
- Kara Palamas' Mother
- Sonic the Hedgehog
- Hot Pockets
- This episode was nominated for a Primetime Creative Arts Emmy Award for Outstanding Special and Visual Effects.
- The title of this episode is an allusion to the film The Dirty Dozen.
- This episode did not have an after-commercial epilogue.
- Avengers: Age of Ultron takes place between this episode and the next as referenced by Raina's vision, and the discussion between Phil Coulson and Maria Hill.
Behind the Scenes
- The scene on the Bus was the first time in Season Two that all of Coulson's Team from Season One was together in one place; in an interview, actor Brett Dalton said that was one of his favorite scenes.