With the threat from the premiere dealt with last week, Agents of SHIELD settles in as both SHIELD and HYDRA compete for the loyalties of returning character Donnie Gill, AKA “Blizzard.” Things are just as dark as the previous 2 episodes, though, and even the appearance (at last) of the real Simmons can’t shake that.

Our cold open this week shows Whitehall and Bakshi, the HYDRA baddies behind Creel, trying to brainwash a woman called Agent 33, Clockwork Orange style. We have no clue who she is yet, or why she’s important; a cursory internet search only turns up a minor SHIELD agent from the Hercules comics who had an expertise in mythology and history. Why would this be useful to HYDRA? Guess we’ll have to wait and find out. (Of course, it’s always possible they’re just using the name, and the characters will be totally different. But why?)

After the credits, we get a cheery montage of Simmons, really real, going about her day like she’s living it up in the big city, until arriving at the headquarters of a corporation. Here in the lab where she works, we see a giant HYDRA logo on the wall, because if there’s one thing a secretive evil organization knows, it’s that branding is important. Judging by how scared everyone around here acts, though, I’d imagine the truth is more about having a constant reminder of just who their bosses are and that mistakes won’t be tolerated. The music is also in no way threatening in spite of its peppy sound, especially not when it says “she’ll need all the help she can get” over an elevator door closing in front of Simmons. Nope, no meaning there at all.

They even make their employees wear tiny little HYDRA badges.

Meanwhile May is giving Skye target practice, with a special focus on her heartrate for some reason. Skye will continue wearing this heartrate monitoring bracelet throughout the episode, usually to make a point about how something is or isn’t affecting her, but it’s not clear what the in-universe reasoning is. Allegedly it’s to help her keep calm like May, but I really don’t think she needs a bracelet to tell her that her heartrate is accelerating. Maybe it’s some kind of product placement, but if so it’s ineffective since I still don’t know what it is or who made it. Mack and Hunter approach to ask Skye about whether she attended the Academy, and show that May is still annoyed about the latter’s behavior last week. Skye also explains that she’s never actually killed anyone yet. Hmm…

Coulson and May briefly discuss Agent 33, frustrated that they weren’t able to get to her first. Still don’t know who she is or why, though. Back over at HYDRA co., Simmons is told to hand over her work before she’s finished with it, and she catches a glimpse of the folder that her frightened supervisor is carrying–which contains a dossier on Donnie Gill, whom she recognizes. She doesn’t mention it, however, and gives her report. We then catch up with Donnie over in Morocco, and the man he’s been staying with admits that HYDRA has gotten to him. Donnie freezes him, and then freezes the HYDRA agent who emerges. He’s apparently learned to control these powers pretty well over the last few months.

Coulson showing his paternal side makes for a cute scene.

As Simmons arrives home, she hears someone inside. It turns out to be Coulson, and we all breathe a sigh of relief as we find out that she’s his mole inside HYDRA. She tells him about Donnie and his powers as he makes dinner, and Coulson decides they can’t let him fall into HYDRA’s hands, no matter the cost. Simmons then asks about Fitz, as indirectly as possible. Sweet. Coulson lays it out for everyone else and sends May out to retrieve him. Skye is downstairs talking to Ward, and seems to be a little less cautious than she was last time. But as Ward tries to turn the conversation to her father, she cuts it off and goes back to the main question. HYDRA will either recruit, capture, or kill superpowered people, he says; there can be no other answer.

In the HYDRA lab, Simmons is starting work when the supervisor comes down with a couple of guards, who are to take her upstairs to see the big wigs. Is her cover blown? They lead her right to Bakshi, who asks why she didn’t tell anyone she already knew Donnie Gill. He doesn’t really buy her excuse, either, but she’s still potentially useful as an in with Donnie, seeing as he’ll be less likely to freeze someone he knows. Maybe. Whitehall, in another room, is still working on brainwashing Agent 33 when Bakshi comes in to ask about using Simmons. Whitehall brushes him off because he’s in the middle of a really good villainous monologue and it’d be a shame to break his concentration.

Donnie’s found the HYDRA ship where he was supposed to be taken, and freezes it into place before heading aboard. Unfortunately for him it’s in the Middle East, so boats being frozen over is highly suspicious and both SHIELD and HYDRA are onto him. They take off, leaving Fitz and Mack behind. It’s another really tough scene between the two of them, as Mack tries to talk him into seeing this as a good thing (night off! video games!) while Fitz feels like Donnie should be his responsibility and that he should be the one out there. Maybe he’d even be able to get through and recruit Donnie for the good guys. If only…

Simmons is being walked down a blank white hallway, until they meet with Bakshi and he explains their plan: use Simmons as a friendly face, essentially, and have her relay Bakshi’s exact words. She doesn’t actually have to convince him to join; just repeat what Bakshi says. Of course, over on the ship, Donnie is saying he’ll kill any HYDRA agent he sees, and it switches to voiceover so we can see poor Simmons’ face when he says it. They REALLY want us to know she’s in danger.

You can really feel Fitz’s frustration and bitterness here. Man…

Fitz and his hallucinatory Simmons are walking down a hall in the SHIELD base as she tries to talk him out of whatever he’s planning. But he won’t listen, and actually forces her to vanish before heading right into Vault D. He taps on his tablet, and… boom, there’s Ward. Fitz didn’t seem to know they had Ward down here in the basement, and just seeing his former-friend-turned-attempted-murderer is enough to send him into a spiral. Ward tries playing nice, but Fitz has to process this. Ward swears that he didn’t try to kill Fitz and Simmons, that he dropped them in the box in order to give them a way out, as opposed to shooting them. Fitz tries to explain just what that did to him, but it’s so heartbreakingly hard for him to find the words… so he shows him. As in, demonstrates the effects of hypoxia by evacuating the air from Ward’s cell. It almost seems that the only thing which causes Fitz to change his mind is Ward’s response to Donnie’s name. Would Fitz really have suffocated Ward? Would it be until he received similar injuries, or would it go further, maybe even to death? Looks like these questions are going to be hanging over their heads for a while.

In the mean time, we return to the ship, where HYDRA is already arriving. Bakshi gives Simmons a tiny little communicator through which to feed her lines, and sends her into the ship to find Donnie. May, Hunter, and Skye air drop in from the cloaked Bus (which is pretty cool) so that the real fight can get going. They move in, and start taking out guards right away. Simmons, meanwhile, has located Donnie, and is now working really hard on living up to the episode’s title. When that fails, Bakshi tells her the magic words, ones very similar to those he used on Creel previously. But as our team makes their way into the ship, Hunter spots a HYDRA agent talking to Donnie and starts setting up to shoot her. See, he doesn’t know Simmons is a mole, or even who she is, really, so May has to stop him by shooting at him once Coulson deems it more important to maintain her cover. Seems a little unnecessary, but there you go.

Fitz runs in and disrupts Mack’s games to tell him what Ward said–Donnie Gill wasn’t broken out of the “Sandbox” facility by HYDRA’s takeover; he was the one who took it over for them, having apparently had the same brainwashing technique used on him as the one being applied to Agent 33 (and presumably Creel as well. Just one more reason why the MCU wouldn’t be a fun place to live). As Donnie starts losing his cool, Simmons is forced to retreat back to where Bakshi and his men are, so Bakshi gets to administer the magic words himself, successfully this time. Having got what they wanted, they try to get out of there, and Bakshi tells Donnie to freeze the whole ship. As he does it, he’s shot–by Skye, from above with the sniper rifle. He freezes himself solid as he falls into the water and sinks to the ocean floor, and Skye now has killed someone. She proceeds to take a shot at Bakshi, which Simmons “saves” him from, earning his trust, and they manage to escape.

Agent 33, her brainwashing in progress. But why?

So with Donnie dead, and HYDRA escaped, it still wasn’t a total loss–Coulson’s team was able to loot the ship for HYDRA tech. Coulson calls Fitz out on nearly killing Ward, but he insists he never planned to actually do it; he also gets a few answers, but Coulson makes it clear that as director, there are going to be a lot of things he can’t tell Fitz about. That’s just the way it works now. The brainwashing of Agent 33 also appears to have been completed, as we see her while Whitehall and Bakshi discuss promoting Simmons. In the tag, Skye goes down to Ward to ask if he was brainwashed (he wasn’t, which is great) and he tries to discuss her father once again, which is the one thing in the episode that manages to get her heartrate up, thus fulfilling the monitor’s purpose of showing that he got to her.

All in all, this was a good episode, although I liked the last two a little better. The performances are all stellar and things are shaping up nicely, with the show making sure to cycle through the various plotlines with enough frequency that episodes can touch on the seasonal arcs like Skye’s dad and the alien symbols (which will factor in again next week) without overloading them by using them all at once.

Next week, “I Will Face My Enemy,” which focuses on Coulson and May.