Hold on to your asses, folks, and get ready for the craziest episode of Marvel Television bar none!

You loved Daredevil, Jessica Jones, and Luke Cage. Agent Carter was fun, and you’ve been enjoying Legion lately. After the success of Marvel Televisions other endeavors, you’ve been wondering if you should give Agents of S.H.I.E.L.D. another go after dropping it in season one. THE ANSWER IS YES. STOP READING THIS RECAP AND GET YOURSELF CAUGHT UP. IF ONLY TO REACH THIS EPISODE, THE ANSWER IS YES.

Okay. Where do I begin? A quick recap before the…recap!

S.H.I.E.L.D. has discovered that one of their top agents Agent Melinda May has been kidnapped and replaced with a realistic android called a “Life Model Decoy” or LMD, built by the controversial but good-intentioned transhumanist Dr. Holden Radcliffe and his android assistant Aida. The impostor was sent to retrieve The Darkhold, an evil mystical tome that allows humans to create unnatural technology by drawing energy from other dimensions – a mission unbeknownst to all including her, as she was unaware she was even an android. The real Melinda May is being held in a comatose state, her mind uploaded into “The Framework”: a simulated reality built by Radcliffe and S.H.I.E.L.D. Agent Dr. Leo Fitz. For protection, Radcliffe and Aida form an alliance with The Watchdogs, a hate group bent on exterminating superhumans known as Inhumans, and secure The Darkhold, allowing the Framework to be expanded into an realistic simulation of the entire world – a new world where you never have to die and you can rewrite as please. After a recent mission to rescue de jure Director Jeffrey Mace (a hero known as The Patriot) from the clutches of The Watchdogs and their leader Anton Ivanov, “The Superior”, the group is split up. Upon returning to the base, Fitz and his girlfriend/boss Agent Dr. Jemma Simmons discover that there are now four recorded LMDs in the base aside from the now-reactivated android May: hostile replacements of Director Mace, de facto director Phil Coulson, Agent Alphonso “Mack” Mackenzie and the Inhuman Agent Daisy Johnson, known as “Quake”. They’re trapped.

Let’s jump in! Prepare yourselves!

I won’t be using fake names to differentiate the androids for this episode to increase the paranoia. Be warned!

At the hidden Russian base, as she tends to an extremely injured Ivanov, Aida plays a recording of “Have You Heard” by The Moody Blues. Ivanov remarks that he imagined being born to this song, not dying to it. Aida reveals that she has no intention of killing him, but he insists. He can not survive without assistance, but he would rather die than becoming a “thing” like her. Aida promises that he will in fact be “many things”, as she cuts into him with an electric saw.

In S.H.I.E.L.D.’s headquarters, Peggy Carter’s ex-S.S.R. base The Playground, Fitz and Simmons are freaking out. Simmons wants to get away as far as possible, but Fitz advises her to play it cool; the LMDs of Mace, Mack, Coulson and Daisy don’t know that they’re ‘on to them’.  As they formulate a plan to ally with someone who wasn’t on the operation (and therefore definitely wasn’t replaced), the androids of Coulson and Mack approach and ask if the Superior’s submarine had missile launch capabilities. When Fitz is unable to answer, the androids decide to gather up all the Inhumans and hold them at the base – you know, for “safe-keeping”. Simmons begins to protest and says that they can consider possibilities once Mace recovers, when the androids of Daisy and Mace enter – fully recovered from the beating he took last episode, to Simmons’ pretend surprise. Mace informs them rather ominously that herding up the Inhumans for “protection” is their top priority, not finding the real May. Mace asks to go over the logistics alone with Simmons, but Fitz says he needs her there to decipher a code. They disperse.

As Mace and Coulson walk through the hallway, they discuss their plans to secretly replace the last two agents while remaining undetected, as they are outnumbered by still-human redshirts. In the meantime, Daisy will contact all Inhumans and bring them to the base for execution on sight. Coulson sends Mace to collect the explosives gathered on the last mission, and Daisy tells Coulson that they need to get their most valuable asset Elena “Yo-Yo” Rodriguez, the Inhuman Secret Warrior “Slingshot”, first. Daisy and Mack call Yo-Yo and tell her they are coming to get her, because she is in danger. Coulson finds the android of May staring out the window. She laments that she has so many memories of snow, but being a relatively new android, this is the first she actually has seen it. Coulson tells her that his phantom limb used to ache in cold weather, but he doesn’t feel pain anymore. She realizes with horror that Radcliffe has replaced him with an android too, but he convinces her that that is a good thing. She was scared and felt violated because she had to discover she was an android, while he knew from the start – it made him realize that their bodies don’t matter. He tells her that Radcliffe has built a better world, exactly like this one but with their greatest regret wiped away. He asks if she knows what her greatest regret is, and she does. (We do too – Bahrain.) Coulson then admits his greatest regret was joining S.H.I.E.L.D.; he often wonders what like would be like without the heartbreak.

Fitz and Simmons make their way to the lab, quietly discussing Simmons’ theory of how Radcliffe could have scanned the team through the eyes of May and used that to replace the entire team.  As the pass into the lab, a sensor goes off – One LMD has been detected. Simmons looks at the monitor to see a picture of herself and Fitz entering the lab.

Oh, no. This is going to hurt.

Startled, Fitz wonders when the lab techs mounted LMD detection throughout the base. He thinks it must be a calibration error, but Simmons quietly picks up a gun. She pulls the gun on Fitz and orders him not to move. Fitz is shocked and confused, and realizes with horror that Simmons must be the LMD. Hands in the air, he points out that she was the one who insisted they come to the lab and knew how the LMD were made; while she tearfully counters that he demanded they stay in the base and claimed there was a calibration error.  In season one when they talked over each other it was cute. This scene is not cute. Fitz screams that he isn’t the one pointing the gun, and he knows he isn’t an android. She yells back that he would be programmed to say that. Tears begin to well in Fitz’ eyes as he realizes that Simmons doesn’t even know she is an android, like May. He starts to cry, saying this always happens to them. She screams that she isn’t an LMD and Fitz is messing with her mind, and Fitz yells that it must be because it isn’t him. She begins to cry and points out that it has to be one of them. Fitz sadly admits that regardless of who it is, it’s his fault for building the androids in the first place. Crying, Simmons coldly agrees. He apologizes, and she demands that he stop trying to make her feel bad for him. She begs him not to hurt her, and he says he couldn’t – even if she is a decoy. He’s the bad guy, no matter what, and he will do whatever she says.

Simmons orders him to pick up a large knife and cut his wrist; if he is an LMD, she will see his substructure and know. Fitz points out that if he’s not the LMD, then she is – and she just convinced him to slit his wrist. She demands he does it anyway, and he does. It’s cringy and disgusting; he bleeds a lot and they both notice this. Simmons instantly grows worried, wondering if he cut the radial artery. Fitz tries to staunch the flow and says he tried very hard to miss it. Simmons approaches to help, but Fitz demands that she does not come near him, as he crouches, crying on the ground and trying to stop the bleeding. Simmons grabs a rag and comes near him anyway, and Fitz instantly stops crying. In a matter of seconds, he flips the knife and drives it into Simmon’s leg. Completely expressionless, he grabs her gun arm and directs it to the sky as she fires off a few useless rounds, and grabs a large full paint bucket and clocks her in the face with it, knocking her unconscious.

Oh my God.

Next to the real Fitz’ comatose body strapped in the Framework, Radcliffe is woken by Aida. He tells her that his orders were to bring him out after 24 hours, and she said that she did. He is amazed that time went by so quickly, and notices that there were changes to the simulation. Aida says that she had to update the system, as she was ordered to erase one regret for each person uploaded, which had a Butterfly Effect. Radcliffe chastises her for doing so while he was plugged in,  but she assures him that her prime directives are to keep Radcliffe safe and to protect the Framework. He asks how things have been going, and she says that Ivanov is resting, and they have replaced four agents at S.H.I.E.L.D.; they just need to replace Jemma Simmons and Daisy Johnson.

So Daisy isn’t replaced! We have hope for Simmons!

Wait, but Simmons thinks Daisy is replaced…and Daisy doesn’t know everyone else is replaced. This can’t go well.

Radcliffe asks if the LMDs were programmed with hidden missions like May, and Aida says there wasn’t time – these androids were programmed to be much more objective-based. Radcliffe sighs and reminds her “Caaaarl, that kills people!” but she claims that only those who resist will be hurt.

At the base, Daisy questions why her and Mack need to personally greet each Inhuman, finding it time-consuming. Mack tells her that it will be more efficient than she thinks, and Daisy leaves to prep the jet Zephyr One.

Simmons comes to as Fitz kisses her on the forehead. She instantly realizes he is trying to upload her consciousness to create an android. She asks why he is doing this, and he says he is doing it for her – that consciousness is different from the physical self. She works her way free and falls on the ground, trying to crawl away. Fitz calmly tells her not to hurt herself, and explains Radcliffe’s plan. As she crawls towards a sledgehammer, he again tells her not to fight, because she is too weak. He says he is securing their future so they can get married and grow old. Simmons points out that this is the first time he has ever mention marriage, and he says he thought about it but never had the courage to bring it up. Simmons seems warmed by the prospect, but tells the android that she will tell Fitz when she sees him. She breaks a counterweight with the sledgehammer, dropping an engine on Fitz. She grabs the knife and starts stabbing him, as he screams for help. Suddenly he eerily stops mid-scream and grabs her by the throat, quietly staring at her. Changing demeanor, he strokes her face and calmly asks her to stop. She stabs him in the neck, killing the android and causing it to spark.

On board the Zephyr, Mack wonders where Daisy is. A redshirt named Agent Prince tells him that she went to check the containment modules, which she believes are intended to serve as the Inhumans’ accommodations. This pisses of Mack; this was not according to the plan. A floor below, Daisy enters a containment module and is horrified to find twenty deactivated androids of herself, identically dressed and standing perfectly still. Mack makes his way downstairs and enters to room, noticing Daisy’s clothing on the ground. He walks among the rows of Daisys, trying to find the impostor among the impostors. One, however, is different – he notices one with a bra strap. He raises his shotgun axe, when the real Daisy attacks from behind him. Smart! She blasts him against the wall, knocking him out, and takes his shotgun axe, getting dressed as she runs. She hides in a maintenance closet and begins to scroll through the security feed of the base on a tablet, when she is horrified to see what she thinks is Fitz’ body on the ground in a pool of blood. Three redshirts tell Coulson and Mace that Simmons was the only person alone with him. Mace announces his “suspicion” that Simmons was replaced with an android, when an agent  notices that Fitz on the ground is actually an android. Daisy watches as the androids kill the three redshirts before their secret gets out. Mack approaches and tells them that Daisy knows and escapes. They start repairing Fitz, and cut the security feed.

Daisy notices a trail of blood in the storage room and traces it to Simmons. She pulls the shotgun axe on her, and Simmons pulls the knife on her. Daisy asks what the literal hell happened to Fitz, and a crying Simmons insists it wasn’t him. She asks if Simmons killed him, but Simmons claims it wasn’t Fitz. Daisy asks if Simmons is a robot, and explains everything she has just seen. A hysterical Simmons says that everyone was replaced, including Daisy, and there’s no way to know until Daisy is killed. They hear redshirts outside, and Daisy asks to see Simmons’ hand; if she “quakes” her, she will feel Simmons’ bones and know she is real, and Simmons will know Daisy is real because the androids can’t use powers. Simmons demands that Daisy doesn’t touch her, not trusting Daisy and insisting she is herself… she hopes. As the redshirts get closer and their time grows shorter, Daisy pulls Simmons in for an embrace and quakes her. They start crying and hug for real, realizing they are both not androids.

Aida and Radcliffe build a body for Ivanov, and Aida remarks that she doesn’t understand human logic. Radcliffe laughs and says is there is no logic behind human emotion. Aida says that human emotion has created a paradox in her programming: she is tasked to protect Radcliffe above all else, and protect the Framework above all else; but the biggest threat to the Framework is Radcliffe. He questions why she thinks this, and she says that if he ever were to regret building the Framework, he could program Aida to dismantle it. He laughs, saying that he would never do that – he is providing a better world for people. She points out that their real bodies will eventually die because of it, and he says that reality is just perception; if they believe it is real, it is real. He wholeheartedly believes that physical bodies don’t matter.

Oh. Oh, no, Radcliffe. Wrong thing to say. You just told an android conflicted on killing you to protect the Framework that “physical bodies don’t matter”.

Aida thanks him for correcting the paradox, and slits both his wrists. She forces him backwards into the Framework pod, and uploads his mind into the simulation as he dies. She tells him that he will live a long life, free of pain.

Jesus Christ.

At the Playground, the androids of Mace, Mack and Coulson explain to all the S.H.I.E.L.D. agents that Simmons and Daisy have been kidnapped and replaced with androids. They order the red shirts to shoot to maim and take out the androids. Meanwhile, Daisy patches up Simmons, and decides that the only way to free their team is to upload themselves to the Framework and convince them that it is a simulation. Simmons recaps their plan: Make it past the army of agents and evil robots to get to a plane they can’t fly to plug their minds into an alternate reality to save their friends. Daisy admits that it sounds bad when you say it out loud, and starts formulating a plan to gas the redshirts with the sleeping gas collected from their last mission. Simmons starts having a panic attack without Fitz and decides they can’t do it. Daisy tries reassuring her, and Simmons accuses her of trying to atone for her boyfriend Dr. Lincoln Campbell’s sacrifice. Simmons screams that she can’t lose Daisy too, but Daisy says it is not a sacrifice if she wins. She tells Simmons that the one thing she has known through all of everything they have gone through is that Simmons and Fitz belong together, and this is not how their story ends. She ends her speech with the ridiculous action hero one-liner, “So I’m gonna beat the screws out of those junkers, and then the two of us are gonna get the hell outta dodge.”

As the androids lead the agents through the base, Coulson updates the agents on Fitz’s condition. Suddenly, an all-terrain vehicle covered in gas canisters drives itself into a pillar and explodes, flooding the base with sleeping gas. All the non-android agents pass out. Mace goes to cut the lights, and Coulson goes to inform May of the contingency plan. May asks if everyone is okay, and Coulson tells her to enter the fight; she’s their last line of defense.

Mace cuts the lights and looks around the hallway, when suddenly Daisy comes out of nowhere and shoots him three times with the shotgun axe, bullets ricocheting off his Patriot armor. She swings the axe at him and he catches it by the blade and punches her in the face. They proceed to have an insanely cool fight. Daisy is using her powers to launch herself into the air for aerial punches, while Mace is using painful looking moves like gut punches and stomps.

The S.T.R.I.K.E. team Agents Piper, Prince and Davis wake up and realize they were given the antidote. Simmons comes from the shadows and tells them that her and Daisy are not the LMDs. Piper defiantly says she doesn’t believe her, and like a badass Simmons responds that she doesn’t care and orders them to get up.

The Patriot vs. Quake fight has made its way into the lab, where Daisy is using heavy equipment to beat Mace with. Out of breath, she is annoyed that he isn’t even winded. He reminds her that he doesn’t want to hurt her. She disagrees and smashes some more objects on him, finally quaking out his legs and stabbing him on the fall in midair. Coulson and Mack show up out of nowhere and each shoot Daisy, incapacitating her. They order her to let them download her, but she charges up a shockwave between her hands like a Dragon Ball Z character. They approach her from either side, and she directs the blast outward, sending them soaring across the room. Coulson is launched through a window and Mack is completely eviscerated. His head explodes right in front of Simmons and the S.T.R.I.K.E. team, and she smugly tells them she told them so. Simmons assists Daisy and they brief the S.T.R.I.K.E. team to pull agents away from the fire spreading from the gas explosion before getting Davis to the Zephyr – and that anyone who is awake is an android. Simmons helps the injured Daisy make their way to the hangar, and open the door to see May sitting on a box of explosives with her finger on the trigger. She walkie-talkies Coulson and tells them that she has them.

Oh, goddamn it.

They beg her not to do it and to think about this, but she claims she is. They ask if she wants them to die, and May says that Coulson told her that doesn’t matter. They question if that sounds like the real Coulson, and she thinks about it – but decides that either way, she won’t live to regret the decision. Coulson and Fitz find the remains of Mack, and Coulson decides that instead of repairing him that Fitz should program the fleet of Daisys to go into hunt and destroy mode. Coulson cocks his gun and goes looking for Simmons and Daisy, only to see the hangar door close behind May, still sitting on the explosives. He asks what she did, and May responds that she did what she wanted to. As Simmons and Daisy limp their way to the Zephyr for take-off, Coulson tells May that everything is under control. She wonders whose control they are under. He offers to have a glass of scotch to talk it out, like they always do. As the hangar roof opens, May sadly says that “they” never talked it out. She asks if he is afraid to die, and admits she is. Piper, Prince and Davis arrive to help Simmons and Daisy. Trying not to cry, May says she knows she isn’t real; but it doesn’t make the pain less real. Coulson tells her that she doesn’t have to feel pain anymore, and May says that Coulson’s pain was what made him human – his regret was what made him the person she loved. Davis begins to take off. May tearfully tells Coulson that her orders to get the Darkhold came from Radcliffe, but her desire to keep Coulson safe came from her. Coulson comments that that is good, and May says that it would be – but he isn’t him. Coulson pulls his gun and May hits the trigger. The plane makes its way out of the base, backed by an explosion.

They made it. Thanks to the heartbreaking sacrifice of a heroic android, they made it.

Yo-Yo paces aboard the Zephyr; they must have picked her up. Daisy explains that the Framework is a populated duplicate of our world. They explain their plan to enter the Framework and convince the team to leave the simulation. Simmons warns Daisy that dying in there will kill her in real life, and asks Yo-Yo to not pull them out even if their vitals are going crazy. She promises to bring their team back, and Daisy and Simmons enter the Framework.

Ready for the really crazy part?

Agent Daisy Johnson wakes up spluttering in the bath and gets a text message. It reads “WAKE UP YOUR BOYFRIEND. YOU’RE BEING CALLED IN.” Daring to hope, she realizes that Lincoln didn’t die in this world. She enters the bedroom to find a man asleep in bed. As “Have You Heard” by the Moody Blues starts up again, she goes to wake him. On the mantle we see a photo: Daisy Johnson and Grant Ward smiling happily.

Wait, what? Wait, WHO? NO WAY.

In a classroom, Professor Phil Coulson is teaching philosophy. “INHUMANS – WHY DO WE FEAR THEM?”

Outside his home, mechanic Alphonso “Mack” Mackenzie goes to grab the newspaper and smiles to himself – his daughter Hope left her bike out again. He picks it up and takes it towards the house.

The chauffeur of a limousine opens the door for sharp-dressed millionaire Leopold Fitz, who helps his unseen girlfriend out of the car.

In a quiet graveyard, we see a headstone. “JEMMA ANNE SIMMONS – DEVOTED DAUGHTER AND LOVING FRIEND”.

Through the window in the elevator of destroyed former S.H.I.EL.D. headquarters The Triskelion, Agent May observes the world. Well, somethings don’t change.

This isn’t one of them. The camera pans out to reveal the HYDRA logo on the building.

After the credits, in the real world, the android of Ivanov wakes up. Aida tells him he is good as new. He accuses her of uploading his mind to a machine, and she assures him his mind is safe inside his head. She shows him his own severed head on a table in a containment case, and reveals that he is controlling this android body remotely. She calls him the perfect sentinel to guard the Framework; an android controlled by a mind with all the human emotions – love, anger, fear, joy. He asks when he will ever feel joy again, and she responds that he will feel joy when she can feel emotions.


If there were episodes before this that garnered 10/10, I truly don’t know what to give this one. Is 11/10 an option? This episode was everything you’d want. Twists, heartbreak, action, woman power. I have so many questions but this new Framework arc opens a whole world of possibilities. Unfortunately, they won’t be addressed for six weeks, while S.H.I.E.L.D. enters another hiatus. Brett Dalton has been confirmed to return as Grant Ward, however, and the next episode is called “What If?” – a wonderful callback to the “What If?” series of Marvel comics in which they explore alternate realities in which everything played out differently. I can’t wait. I absolutely cannot wait.


– I think The Superior is an adaptation of the Red Guardian. In the comics, he was a Russian ex-military soldier named Anton, who was decapitated and revealed to be an LMD. He was essentially “Captain Russia” in the comics, and the Patriot vs. Superior fight was in the episode “The Man Behind the Shield” – the episode in which Coulson also accused him of being a “redshirt”.

– If Simmons is dead in the simulation, how does this bode for real life Simmons?

– Nick Blood was spotted hanging out with his old pal Iain de Caestecker, who plays Fitz. Does this mean Lance Hunter is returning to the show via the Framework?

– A stunt double for an upcoming episode was revealed to be the double for B.J. Britt. In the Framework, maybe Antoine “Trip” Triplett never died?

That’s all I have. Stay tuned while we wile away the minutes until the third arc of Agents of S.H.I.E.L.D. Season 4, aptly titled “Agents of HYDRA”!