What happens when the world no longer trusts S.H.I.E.L.D.?  It becomes very bad for the agents who were never HYDRA from the start, especially when they can’t be the good guys anymore.  This week’s episode reveals where May went, the return of some familiar faces, and a big surprise at the end.

SPOILERS BELOW!

The episode starts with former S.H.I.E.L.D. agent, now Stark Industries employee, Maria Hill (Cobie Smulders) talking to Pepper Potts on the phone in Washington DC.  She complains that Congress is like kindergarden and the spies that follow her aren’t that good.  At least Stark attorneys are keeping her out of jail.  Hill meets Agent May, and they talk about T.A.H.I.T.I. May is worried it was Alexander Pierce, but Hill says Fury told her “he buried that intel when he decided not to bury Coulson”.  May isn’t sure what that means, but leaves when the cops come to arrest Hill…who wonders what took the cops so long.  May is also skeptical that Fury is really dead.

Back at Providence, the crew wonder why May, Skye and Ward left. Coulson admits he was mad and mean toward May.  Tripplet (BJ Britt) says good riddance to her, which Coulson doesn’t like.  Fitz and Simmons are very worried about what’s been happening.  She thinks the best solution is pancakes, until she finds Koenig’s body.  Fitz, meanwhile, finds a note Skye left behind warning them about Ward.

Speaking of which, Ward and Skye are still very friendly, although she knows what he really is.  The plan is still to download what’s in the hard drive at a specific point…Ruthie’s Skillet, the same diner in Los Angeles where she met Mike Peterson last fall.

As Simmons examines Koenig’s body, Fitz is trying to hang on to what is no longer the truth. Ian de Caestecker does a great job in this scene.  He’s making Fitz someone who can handle himself in the lab and on the field.

Coulson tells Fitz to take his anger and focus it on finding Skye. She is smart enough to be traceable, and the S.H.I.E.L.D. computers find her. Unfortunately, Colonel Talbot (Adrian Pasdar) and his soldiers have found Providence…because Hill told him where it was.  The colonel is a reasonable man. The agents must tell him what he wants to know, before they head to prison. As far as he’s concerned, S.H.I.E.L.D. and HYDRA are the same thing.

Why would Hill sell out S.H.I.E.L.D., hidden fortresses and all? She should have more faith in it, even more than Coulson. After all, she knows what really happened to Fury, but it’s likely she doesn’t know Coulson also knows. He says he would have understood about how he was revived, but Hill should have worried about HYDRA sooner. She’s also told about Ward and Garrett. This changes her mind about Talbot and S.H.I.E.L.D. in a very physical way.

Meanwhile, at a cemetery somewhere, a mourner sees someone crawl out of Coulson’s fake grave. It’s Agent May, doing her Buffy Summers impression. She finds a hard drive that has the final report of the T.A.H.I.T.I. project.

At the diner, Skye claims that’s where she was to open the hard drive, but it takes a while to get the job done. Actually, she’s stalling, and slowly letting Ward know she’s on to him. As some cops show up, it looks like she’ll get away…until Deathlok (J. August Richards) grabs her.  He is no longer Mike Peterson, because he knows he’s trapped.  He even sounds more robotic than human.  He has to follow orders or he, and his son, will be killed.

Ward sounds soulless as he tries to explain himself.  He says he was on a mission, and that it was nothing personal.  Yet he admits he truely had feelings for Skye. Despite that, he’s still hailing HYDRA.  As he says, he’s a survivor, and he says Skye will understand one day.  She disagrees, a lot.

Deathlok does find a way to get Skye to talk.  He gives Ward a heart attack through a special disc, because he knows Skye would never let Ward die. She admits the Bus has to go to 35 thousand feet for her to open the hard drive. They have a standoff with Hill, who’s on another plane, before they take flight. But it’s all a ruse to give Coulson enough time to get on the Bus.

Caulson finds Skye, but Deathlok finds both of them. They’re forced to head to Lola, who not only flies, but also has headlights that shoot 30 rounds a second. They’re barely able to land at Nokia Plaza in Los Angeles, and are immediately charged 20 bucks for parking.

Ward’s upset with the agents getting away, but Deathlok says they have to go back to Garrett. Ward’s also upset about his “sudden heart attack,” but Deathlok says, “it wasn’t personal. I was only following orders.”  Some fans on the internet believe Ward is S.H.I.E.L.D.’s answer to BtVS’s Faith Lehane (Eliza Dusku).  While she was led astray by the evil mayor of Sunnydale, Ward got a dark mentor in Garrett.  Faith changed her ways thanks to Angel, but who can save Ward? At least he’s starting to regret, and his feelings for Skye might spark a revolt.

The S.H.I.E.L.D. crew is camped out at a motel, pondering its next move.  What do the agents do without S.H.I.E.L.D?  Hill suggests everyone go their separate ways, but Caulson will hear none of that.  As Hill goes back to her job at Stark Industries, Coulson almost tells her to say hello to Stark for him.  But, the Avengers still think he’s dead.  Skye later tells Coulson she left a “little present” for Ward in the hard drive.

May does come back, and shows him the secret T.A.H.I.T.I. report.  The leader of the project says that it can’t be used to revive a mortally-injured Avenger.  The side effects after using the “guest host tissue” are too extreme, including mental deterioration. One way to offset the side effects would be memory replacement, but even that is uncertain. In short, using GH-325 is too dangerous to be used by anyone.

That’s the opinion of the head of Project T.A.H.I.T.I….Philip Coulson.

Whoa. Anyone reminded of the original Total Recall?

Thing is, Skye had some of that “guest host tissue” and is OK.  She’s also an 0-8-4.  Is that connected?

This week’s episode is a good first act in the final arc of the first season.  It’s not just battling HYDRA and becoming a real team that the world can support, but whether Skye will start getting those side effects.

Next week:  A flashback between Ward and Garrett and Coulson and May go undercover.

Marvel’s Agents of S.H.I.E.L.D. airs Tuesday at 8/7c on ABC.  Watch full episodes on ABC.Go.com, Watch ABC (in select markets), ABC On Demand (check with your cable provider), Hulu and Amazon Instant Video.