At the Hub, Coulson watches the news which is reporting on S.H.I.E.L.D. becoming a terrorist organization. Skye informs him that only three of the S.H.I.E.L.D. bases are still controlled by the agents. Coulson realizes that these battles are the beginning of the war against HYDRA.
Ward takes Raina to a barber shop in Havana, Cuba where they are to rendezvous with the clairvoyant. John Garrett reveals himself to her and says that she no longer has to use his nickname. He tells her that he does not have clairvoyant powers, but rather security clearance and access to information. Sitting in a barber chair, he takes her down into their hideout beneath the barber shop.
Fitz has to repair the ramp on the bus from the damage done to it previously. Because he lacks functioning grounding wires, it sparks. Skye informs Coulson that another base, the Cube, has been taken back by S.H.I.E.L.D. A transmission from Colonel Glenn Talbot informs Coulson that he is coming to replace Coulson in command. He then sets out to leave the Hub as soon as possible to avoid the colonel's forces.
The plane is ready to take off, but with a low fuel supply, it must land soon. Coulson denies Agent Triplett passage in the bus. After Simmons insists on Triplett's veracity and utility to the mission, she sticks up for him. Coulson regretfully agrees, leaving Triplett under Simmons's supervision.
In the air, things look bleak because they are unable to hide from other aircraft, their rations are low, and the fuel line is leaking. Skye is able to give one piece of good news: the internet is working. Coulson tells her to delete all files and information concerning the agents on the plane. Skye is worried about Ward because she has not heard any word from him on his mission and Coulson allows her to use his phone to call Ward. As she wipes the internet databases of their personal information, Skye phones Ward who puts on an act to give her the impression that they are taking the long way to the fridge.
Garrett and Ward discuss that this was the plan from the beginning. Originally, however, the objective was for no bloodshed, but because Coulson was completely unaware of what saved him, the plan had to be compromised. Garrett tries to cheer Grant up by mentioning how close to their goal they truly are. Garrett shows Raina corpses, the results of the experiments using serums he swiped from T.A.H.I.T.I. He tasks her to discover the true serum by equipping her with the hard drive containing the valuable information from the bus's database. Ward and Garrett set off to raid the Fridge.
In Coulson's office, Skye hands over the agents' S.H.I.E.L.D. badges which had to be confiscated because of the volatility of the S.H.I.E.L.D. name. Coulson remembers when he first joined the agency, when his badge begins flashing coordinates for the bus to visit. He believes it to be a message from Director Fury. They are unaware of what could be waiting for them but Coulson urges May to fly them to the coordinates in the Canadian wilderness, because he has an utmost trust in Nick Fury.
Garrett arms his men, preparing them for their conquest of the Fridge. Raina expresses her disappointment that John Garrett is not truly psychic. Ward reveals that in order to gain his team's trust by "acts of bravery" and his reluctance to join initially. Raina asks if he owes a lot to Coulson, but he says he owes everything to Garrett.
May visits Coulson in his office to ask him to relinquish his weapon, due to her fear that he is not level-headed at the moment because of this supposed call from Director Fury. She accidentally reveals to him that someone else was behind Coulson's operation, and she believes that his actions might be controlled by HYDRA.
Triplett and Simmons think Coulson could be following a false lead, but Fitz maintains his faith in their leader.
At the Fridge, Ward leads Garrett to the guarded door but they are denied access because Agent Hand gave orders to not let anyone in without her presence. The two gain access when a helicopter piloted by HYDRA agents begins shooting and the guarding agents allow them to take refuge. In the elevator, however, Ward shoots them and HYDRA begins taking down the Fridge, using a noxious gas.
After the air clears, they remove their gas masks and enter the vault where S.H.I.E.L.D. stores the technology supposedly destroyed by the slingshot project. Garrett opens the crate containing the 0-8-4 found by Coulson's team and Garrett uses it on a nearby wall.
Dressed in parkas and other warm clothes, the S.H.I.E.L.D. agents embark to the nearby coordinates to find what Fury was sending them to.
While going through even more crates, Ward finds the Asgardian staff. Though Garrett doubts there is another floor at the bottom of the Fridge, Ward blasts a hole to discover something that Garrett is awed by.
While trekking through the snow, Fitz is unable to detect any lifeforms in the woods. Skye asks May the exact reason she was placed to spy on Coulson. She reveals that she was there to monitor Coulson for side-effects, but she never saw any until his suspicious behavior today. They arrive at the precise coordinates but find nothing. In anger and frustration, Coulson tosses his badge into the air and it is shot down by a cannon. The agents take refuge to avoid being shot down.
In a bold move, Coulson steps forward calmly. The cannon aims itself at him and asks him to identify himself. A door slides open in the cliffside, allowing access to the agents.
In their hideout, Raina gives Garrett bad news about the flashdrive that Skye set up to only be accessible by her. Grant must use his charm to convince her to unlock it.
The agents meet Agent Eric Koenig the keeper of the secret base, dubbed "Providence" by him. He is pleased to meet Coulson, who has become somewhat of a legend among higher-level agents. Koenig regretfully informs them that Fury is dead and the Fridge has fallen. Skye becomes worried for Ward's safety, and calls him to check on him again. Koenig asks for a moment alone to talk.
In a private room, Koenig reveals that he has been there since the Chitauri invasion of New York. He also reveals that Fury is actually still alive. In order to fool HYDRA, only few high-level agents are allowed to know. Coulson is not allowed to tell anyone, including his team.
Ward, after the call, is sent on his way to meet up with his team in the secret base. Garrett reveals that he has a metal piece of machinery attached to his belly, as he puts on his shirt. Grant's orders for the mission is to retrieve the password, take down the team, and bring Skye back to Garrett. In order to make is story more credible, Garrett punches Ward a few times to make him look as if he has escaped from a fight. He is allowed access to Providence, where he is bandaged up by Simmons.
Ian Quinn angrily confronts John Garrett for his ill treatment in the S.H.I.E.L.D. prison. To make it up to Quinn, Garrett gives him the mass of Gravitonium found beneath the lowest level of the fridge.