- "Come on! A room full of secret agents, scientists, and superheroes. Someone give me something."
- ―Phil Coulson
Leo Fitz, Jemma Simmons and Quake continue their escape from Kasius and his men. Simmons abandons her servant's clothes and make-up and has her hearing cancelling implant painfully removed by Fitz while Quake, still deprived of her powers, manages to kill a Kree guard. While trying to reach the Chronicom Vessel, they witness its destruction, forcing them to find another way to escape.
The trio makes its way to an elevator in order to reunite with the rest of the S.H.I.E.L.D. team, but they are stopped by Maston-Dar, Faulnak's warrior, who forces them to flee through the elevator shaft. They arrive in a room where they discover that the artificial gravity of the Lighthouse is generated by Gravitonium before Maston-Dar finds them, shooting and wounding Fitz. Thanks to Quake, they manage to escape and are ultimately found by Deke Shaw, who evaded his sealed room where Phil Coulson had locked him. Shaw offers to help the S.H.I.E.L.D. team, which they reluctantly agree.
Meanwhile, Coulson and Alphonso Mackenzie hear the Vicar threatening the Lighthouse's inhabitants that he will kill them if Flint is not turned in to him. They go back to the Salvage, where Flint is distraught by the fact that his disappearance endangers the life of others. When he learns about Tess' death, he isolates himself. Mackenzie comes to him and tells him to use his powers to protect the ones he cares about. When someone knocks on the door, Mackenzie leaves Flint and join Coulson and Yo-Yo Rodriguez to discover that the newcomers are no one else than Fitz, Simmons and Quake, accompanied by Shaw. The thrill of the reunion is however ended when they discover that Flint left the Salvage.
Flint goes to the Vicar and assumes he is here to turn himself in. However, he uses his power to kill the Vicar before being knocked out by Sinara, who wants to use him as a bait. Quake, Coulson and Mackenzie come to rescue him and although Maston-Dar joins the fight, they manage to escape back to the Salvage, where they are surrounded by the Kree. They figure out that their only chance is taking the Trawler to the surface of the Earth by creating a gravity well with Shaw's Gravity Puck. After Maston-Dar finally breaks in, Sinara kills him, only to discover that the S.H.I.E.L.D. agents are missing.
The S.H.I.E.L.D. team reaches the Trawler's dock. However, Flint decides to stay in the Lighthouse to help people, and Mackenzie and Rodriguez are willing to help him. Before leaving, Fitz tells his friends about the secret cache containing weapons, which happens to be in a Lighthouse level overrun by Vrellnexians. Coulson manages to take off the Trawler and to take it to the Earth, although he warns the rest of the team that the landing will be painful.
Waiting for results in the chase of the fugitives, Kasius and Faulnak discuss the former's past and Faulnak expresses nothing but disdain and shame towards his brother, blaming him for having fled the battlefield. Sinara returns and tell them about the S.H.I.E.L.D. agents' escape and Maston-Dar's death. Faulnak offers to hire her in Maston-Dar's place, belittling Kasius again, only to have his brother stab him in the back for trying to take Sinara away from him.
On the surface of the Earth, Melinda May is chased by a Vrellnexian, but Enoch finds her and kills the creature. After introducing himself and trying to help May, Enoch warns her about an impending gravity storm. Both of them are anchored to the ground by mysterious individuals who take them to the remnants of the Zephyr One, where they are greeted by an elderly Robin Hinton.
- Clark Gregg as Phil Coulson
- Ming-Na Wen as Melinda May
- Chloe Bennet as Daisy Johnson/Quake
- Iain De Caestecker as Leo Fitz
- Elizabeth Henstridge as Jemma Simmons
- Henry Simmons as Alphonso Mackenzie
- Natalia Cordova-Buckley as Yo-Yo Rodriguez
- Dominic Rains as Kasius
- Jeff Ward as Deke Shaw
- Joel Stoffer as Enoch
- Florence Faivre as Sinara
- Coy Stewart as Flint
- Samuel Roukin as Faulnak
- Remington Hoffman as Maston-Dar
- Isaac C. Singleton Jr. as Vicar
- Jay Hunter as Kree Watch Commander
- Willow Hale as Robin Hinton
- Tunisha Hubbard as Ava
- Shon Lange as Kree Guard
- Mark Casimir Dyniewicz as Shoe Guy (uncredited)
- Bryan Thompson as Servant #1 (uncredited)
- Michelle Jubilee Gonzalez as Servant #2 (uncredited)
- Phil Coulson's Prosthetic Hand
- Kree Battle Axe
- Gravity Puck
- Inhuman Control Device
- Grappling Claw
- Odium (mentioned)